Page 9 - Policies Procedures Final with cover page

Conflicts of Interest

As an employee of MTR you have the obligation to conduct business within
guidelines that prohibit actual or potential conflicts of interest. In this
policy, MTR is establishing the framework within which we wish to operate.
These guidelines are intended to provide a general direction so that you can
get further clarification on areas that affect you. For more information or
questions on conflict of interest, contact Human Resources.

An actual or potential conflict of interest occurs when an employee is in a position to influence
a decision that may result in a personal gain for that employee or for a relative as a result of
MTR’s business dealings. For the purposes of this policy, a relative is any person who is related by
blood or marriage, or whose relationship with the employee is similar to that of persons who are related
by blood or marriage.

No "presumption of guilt" is created by the mere existence of a relationship with outside firms.
However, if employees have any influence on transactions involving purchases, contracts, or leases, it
is required that they disclose this to the Director of Human Resources, and/or their supervisor as soon
as possible the existence of any actual or potential conflict of interest so that safeguards can be
established to protect all parties.

Certain individuals have been authorized, based on their job responsibilities, to sign on behalf of the
organization. Unless authorized, in advance, by the President, you are not authorized to sign on
behalf of MTR or clients. If you are unclear of what you can sign for, please see the President.

Employee Confidentiality Agreement

During your employment by MTR, you will have access to confidential information about MTR’s business
and its clients and MTR has a legitimate right and interest to protect all such confidential information.
You agree that you will hold all confidential information in strictest confidence, and will not disclose it to
any third party unless expressly authorized by my supervisor prior to disclosure. Your obligation to keep
Company confidential information secret will remain in place until such information has become public
knowledge, whether or not my employment with MTR has terminated.
Confidential information includes, without limitation, any non-public information about MTR’s clients,
operations, pricing data, and marketing information. If I have any questions as to what comprises
confidential information, you agree to consult with MTR prior to any disclosure to people outside of
MTR.

Upon termination of my employment by MTR, regardless of whether such termination is voluntary or
involuntary, you will return to MTR any and all notes, documents, and any other material containing any
Company confidential information. You will not retain copies of any such materials without Company’s
written approval.

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