Microsoft Standards of Business Conduct

We manage our business in compliance with laws and regulatory requirements.

Regulatory Compliance: We are aware of and obey the laws and regulations that govern the global management of our business. We are responsible for understanding these laws and regulations as they apply to our jobs and for preventing, detecting, and reporting instances of non-compliance to a member of Microsoft management, Human Resources, Legal and Corporate Affairs, the Director of Compliance, or the Business Conduct Line.

We manage our business in compliance with laws and regulatory requirements.

Lobbying: We recognize our right and responsibility to lobby on behalf of issues that affect our company and business operations. We conduct our lobbying activities in compliance with applicable laws and regulations governing these activities.

Political Activities and Contributions: Microsoft employees are encouraged to exercise their right to participate in political activities. Any decision to become involved is entirely personal and voluntary. Employees' personal political activities are done on their own time and with their own resources.

Regulatory Investigations, Inspections, and Inquiries: We are direct, honest, and truthful in our discussions with regulatory agency representatives and government officials. During investigations, inspections, and inquiries we work with Microsoft Legal and Corporate Affairs members and cooperate by responding to appropriate requests for information.

International Business Activities: Microsoft acknowledges and respects the diverse cultures, customs, and business practices it encounters in the international marketplace. Microsoft will comply with both the applicable U.S. laws and regulations that govern its operations and local laws wherever it does business.

Bribery and Anti-Corruption: Microsoft prohibits corruption of government officials and the payments of bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector. Microsoft is committed to observing the standards of conduct set forth in the United States Foreign Corrupt Practices Act and the applicable anti-corruption and anti-money laundering laws of the countries in which we operate.

Anti-Boycott Requirements: Microsoft complies with U.S. law that prohibits participation in international boycotts that are not sanctioned by the U.S. government. The Global Trade Organization also oversees Microsoft's Anti-Boycott compliance program.

Trade Controls: Microsoft is committed to maintaining compliance with all laws and regulations governing the import, use, export and re-export of its products, components, goods, services and technical data. Microsoft's Global Trade Organization oversees the regulations that are promulgated by the U.S. and certain foreign governments to restrict the import, use and export of certain technology and products, including certain computer software and technical goods and data.

Fair Competition and Antitrust: As a global business, we encounter laws and regulations designed to promote fair competition and encourage ethical and legal behavior among competitors. Antitrust laws and fair competition laws generally prohibit any activity that restrains free trade and limits competition. We conduct our business in compliance with these laws.

We build and maintain the trust and respect of our customers, consumers, partners, and shareholders.

Responsible Leadership: We manage our business responsibly in order to maintain the confidence, respect, and trust of our customers, consumers, partners, shareholders, and other audiences. We are committed to acting with integrity, investing in new product development, being responsive and accountable to our customers and partners, and remaining a leader in our field. We understand the responsibility that comes with being a worldwide technology and business leader and accept our unique role in both our industry and the global business community.

We build and maintain the trust and respect of our customers, consumers, partners, and shareholders.

Product and Service Quality: Microsoft products and solutions are developed and managed to meet the expectations of our customers, consumers, and partners for high quality and exceptional service. We continually seek new ways to improve our products, service, and responsiveness.

Communication: We apply standards of full, fair, accurate, timely, and understandable disclosure in reports and documents that are filed or submitted to the Securities and Exchange Commission, and in other public communications as well. We establish and maintain clear, honest, and open communications; listen carefully; and build our relationships on trust, respect, and mutual understanding. We are accountable and responsive to the needs of our customers, consumers, and partners and take our commitments to them seriously. Our advertising, sales, and promotional literature seeks to be truthful, accurate, and free from false claims.

Obtaining Competitive Information: Microsoft has an obligation, and is entitled, to keep up with developments in our industry, including obtaining information about our competitors. We obtain information about our competitors through honest, ethical, and legal methods.

Fair Information Practices: Our business is built around technologies to manage information, and we treat that information with confidentiality and integrity. We are committed to creating a trustworthy environment for Internet users, and continually striving to protect their online privacy is at the core of this commitment. We have adopted privacy practices, developed technological solutions to empower individuals to help protect their online privacy, and continue to educate consumers about how they can use these tools to manage their personally identifiable information while they use the Internet.

Vendors: Microsoft vendors must adhere to the highest standards of ethical behavior and regulatory compliance and operate in the best interest of Microsoft. Vendors are expected to provide high-quality services and products while maintaining flexibility and cost-effectiveness. All vendors are required to read and comply with the Microsoft Vendor Code of Conduct and, when appropriate, train their employees and representatives to ensure that they are aware of expectations regarding their behavior. We do not engage in any unethical or illegal conduct with our vendors. We do not accept incentives such as kickbacks or bribes in return for conducting business with them.

We are responsible stewards in the use, protection, and management of Microsoft assets.

Financial Integrity: We honestly and accurately record and report business information. We comply with all applicable local, state, and federal laws regarding record completion and accuracy. We require that financial transactions be executed in accordance with management's authorization, and recorded in a proper manner in order to maintain accountability for Microsoft assets. Our financial information reflects only actual transactions and is in compliance with Microsoft and other applicable accounting practices. The CEO, CFO, Corporate Controller and other employees of the finance organization are also required to comply with the Microsoft Finance Code of Professional Conduct.

We are responsible stewards in the use, protection, and management of Microsoft assets.

Use and Protection of Assets: We wisely use and protect the assets of the company, including property (both physical and intellectual), supplies, consumables, and equipment. We use these assets exclusively for Microsoft business purposes.

Fiscal Responsibility: Microsoft employees exercise good stewardship over and spend Microsoft funds in a responsible manner.

Use of Information Technology: At all times, we should use good judgment and common sense; conduct ourselves ethically, lawfully, and professionally; and follow applicable authorization protocols while accessing and using company-provided information technology and its contents. In using these company assets and systems, we do not create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate, nor do we send any false, derogatory, or malicious communications.

Intellectual Property: We comply with the laws and regulations that govern the rights to and protection of our own and others' copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.

Creation, Retention, and Disposal of Records and Information Assets: We create, retain, and dispose of our business records and information assets, both written and electronic, as part of our normal course of business in compliance with Microsoft policies and applicable regulatory and legal requirements.

Confidential and Proprietary Information: We respect our ethical and legal responsibilities to protect Microsoft confidential and proprietary non-public information and communicate it only as necessary to conduct Microsoft business. We do not use this information for our personal advantage or for non-Microsoft business use, and maintain this confidentiality even after Microsoft no longer employs us.

Third-Party Software: We use software and other content information only in accordance with their associated licenses and/or terms of use. We prohibit the making or using of copies of non-licensed copyrighted material, including software, documentation, graphics, photographs, clip art, animation, movie/video clips, sound, and music.

Insider Information and Securities Trading: In the course of doing business for Microsoft or in discussions with one of its customers, vendors, or partners, we may become aware of material non-public information about that organization. Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to trade in the public securities of the company. Individuals who have access to this type of information are called "insiders." We discuss this information on a limited, "need to know" basis internally, and do not share it with anyone outside Microsoft. We do not buy or sell the public securities of a company, including our own, on the basis of such information, and we do not share ("tip") this information with others. Because of the extremely sensitive nature of and severe penalties associated with "insider trading" and "tipping," contact Microsoft Legal and Corporate Affairs before you buy or sell public securities in situations that could be of this nature.

Conflicts of Interest: Microsoft employees are expected to act in the best interests of Microsoft and to exercise sound judgment unclouded by personal interests or divided loyalties. Both in the performance of our duties for Microsoft and our outside activities, we seek to avoid the appearance of, as well as an actual, conflict of interest. If in doubt about a potential conflict, speak with your immediate supervisor, manager, another member of management, your Human Resources Generalist, or your Legal and Corporate Affairs contact.

We promote a diverse, cooperative, and productive work environment.

Gifts and Entertainment: Microsoft policy and practice encourage the use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver's and/or receiver's policies on the matter, and be consistent with local custom and practice. We do not solicit gifts, entertainment, or favors of any value from persons or firms with which Microsoft actually or potentially does business. Nor do we act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors in order to do business or continue to do business with Microsoft.

Purchasing Decisions and Practices: In our purchasing decisions, negotiations, contract development, and contract administration we comply with the applicable laws and regulations that govern those relationships.

We promote a diverse, cooperative, and productive work environment.

Openness, Honesty, and Respect: In our relationships with each other, we strive to be open, honest, and respectful in sharing our ideas and thoughts, and in receiving input.

Diversity: Microsoft promotes and supports a diverse workforce at all levels of the company. It is our belief that creating a work environment that enables us to attract, retain, and fully engage diverse talents leads to enhanced innovation and creativity in our products and services.

We are responsible, caring members of the global community.

Equal Employment Opportunity: Microsoft promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. We do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, gender identity or expression, religion, national origin, marital status, age, disability, veteran status, or genetic information in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We take allegations of harassment and unlawful discrimination seriously and address such concerns that are raised regarding this policy.

Safety and Health: A safe and clean work environment is important to the well-being of all Microsoft employees. Microsoft complies with applicable safety and health regulations and appropriate practices.

We are responsible, caring members of the global community.

Citizenship and Community Service: We have a strong and demonstrated commitment to the improvement of society as well as the communities we serve and in which we operate. We encourage the support of charitable, civic, educational, and cultural causes. Our contributions include cash, volunteer time, software, and technical assistance.

Respect for the Environment: Microsoft respects the environment and protects our natural resources. We comply with applicable laws and regulations regarding the use and preservation of our land, air, and water.

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Microsoft Business Conduct and Compliance Program

Administration and Enforcement

The Microsoft Department of Legal and Corporate Affairs is responsible for the overall administration of the company's Business Conduct and Compliance Program and for providing employees with resources and materials to assist them in conducting their business activities in a legal and ethical manner. In administering the program, Legal and Corporate Affairs works closely with Finance, Human Resources, Internal Audit, and Security.

The General Counsel serves as the company's Chief Compliance Officer and has overall responsibility for the management of the program. The General Counsel reports directly to the CEO and, for this purpose, to the Audit Committee of the Board of Directors. The General Counsel oversees directly an Office of Legal Compliance (OLC). The Director of Compliance, who is part of the Office of Legal Compliance, reports to the Chief Compliance Officer and the Audit Committee of the Board of Directors and has the responsibility for the day-to-day administration of the Business Conduct and Compliance Program. This responsibility includes, but is not limited to, applying the Standards to specific situations in which questions may arise and interpreting the Standards in a particular situation.

The Standards of Business Conduct and the Business Conduct and Compliance Program are endorsed by and have the full support of the Microsoft Board of Directors. The Board of Directors and management are responsible for overseeing compliance with and enforcing the Standards of Business Conduct.

Consequence for violations of Microsoft's Standards of Business Conduct may include disciplinary action up to and including termination of employment. Individuals who have willfully failed to report known violations will also be subject to disciplinary action.

Waivers of provisions of the Standards of Business Conduct that are granted to any director or executive officer of Microsoft may only be made by the Microsoft Board of Directors or by Board committee designated by the Board of Directors. Any such waiver that is granted to a director or executive officer will be publicly disclosed as required by NASDAQ listing requirements and applicable laws, rules, and regulations.

Resources for Guidance and Reporting

It is your right and your responsibility to obtain guidance about a business practice or compliance issue when you are uncertain about what action you should take and to report possible violations of the Standards of Business Conduct.

If you are an employee and would like details about a specific policy, please refer to MS Policy. Questions may be directed to the policy contact or owner listed on every policy in MS Policy. If you still have questions after you have consulted the policy contact or owner, you can find additional help (including How To, Checklists, Tutorials and Training, and Related Links) through the Corporate Policy Guide. If you need guidance regarding a business practice or compliance issue, or if you want to report a possible violation, talk to your immediate supervisor, manager, another member of management, your Human Resources Generalist, or your Legal and Corporate Affairs contact.

If you are a Microsoft employee or vendor who wants to send a confidential message to the Director of Compliance but do not have access to our corporate intranet, you may submit a confidential report through the Microsoft Integrity Website.

You may also send a letter to the Director of Compliance at Microsoft Corporation, Legal and Corporate Affairs, One Microsoft Way, Redmond, WA 98052 or send a confidential fax to (425) 708-7177. Letters and faxes sent to the Director of Compliance may be submitted anonymously if you choose to do so.

If you have a concern regarding a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may submit a report through the Microsoft Integrity Website, call the Business Conduct Line, or send a letter or fax to the Director of Compliance as outlined above

Microsoft will handle all inquiries discreetly and preserve confidentiality of anyone requesting guidance or reporting a possible violation to the extent possible and within the limits allowed by the law.

Microsoft will not tolerate any retribution or retaliation taken against any employee who has, in good faith, sought out advice or has reported a possible violation. However, if any employee makes a knowingly false report of a possible violation for the purpose of harming another individual, that employee will be subject to disciplinary action.

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Our Responsibilities

All Microsoft employees are accountable and responsible for understanding and complying with the Standards of Business Conduct, applicable laws, regulations, and Microsoft policies that are related to their jobs. In fulfilling these responsibilities each employee must:

         Read, understand, and comply with the Standards of Business Conduct and all Microsoft policies that are related to his/her job.

         Participate in training and educational programs/events required for his/her job.

         Obtain guidance for resolving a business practice or compliance concern if he/she is uncertain about how to proceed in a situation.

         Report possible violations of the Standards of Business Conduct, policies, applicable laws, and regulatory requirements.

         Cooperate fully in any investigation.

         Make a commitment to conduct Microsoft business with integrity and in compliance with applicable laws and regulatory requirements.