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1. Purpose

Zemuria expects all individuals associated with the company to act in the best interests of the organization at all times. A conflict of interest arises when personal, financial, professional, or relational interests interfere - or appear to interfere - with an individual’s ability to perform their duties objectively, fairly, and in the best interests of Zemuria. This policy exists to protect the company, its people, its ventures, and its reputation from compromised decision-making, undue influence, and ethical risk.

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2. Scope

This policy applies to all individuals engaged with Zemuria, including:
  • Full-time employees
  • Contractors and consultants
  • Interns, trainees, and apprentices
  • Managers, executives, and officers
This policy applies regardless of role, seniority, or location.

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3. General Principle

All work-related decisions must be made solely on the basis of Zemuria’s interests, without influence from personal gain, external obligations, or competing loyalties. Even the appearance of a conflict of interest can be harmful and must be avoided.

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3.1 Examples of Conflicts of Interest

Conflicts of interest include, but are not limited to, the following situations: A. Financial Conflicts
  • Accepting bribes, kickbacks, commissions, or improper payments.
  • Holding a financial interest in a competitor, vendor, client, or partner that could influence decision-making.
  • Using insider knowledge for personal investment or financial benefit.
B. Personal Relationships
  • Managing, evaluating, hiring, promoting, or influencing compensation or performance decisions involving a close family member, romantic partner, or close personal associate.
  • Participating in decisions where personal relationships could bias judgment.
C. Outside Engagements
  • Serving as a director, advisor, consultant, or employee of another organization that competes with, supplies to, partners with, or does business with Zemuria.
  • Participating in external activities that interfere with work responsibilities or create divided loyalties.
Note: Moonlighting and external work are governed separately under Zemuria’s Moonlighting, Conflict of Interest, and IP Protection Policy. This policy applies even where moonlighting is otherwise permitted.
D. Use of Company Resources
  • Using Zemuria’s time, systems, data, confidential information, or assets for personal benefit or external interests.
  • Leveraging company position, influence, or access for non-company purposes.
E. Gifts, Hospitality, and Favors
  • Accepting gifts, favors, services, or hospitality from vendors, customers, founders, investors, or partners that could influence - or appear to influence - business decisions.
  • Offering such benefits to others to gain preferential treatment.

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4. Disclosure Obligation

All actual, potential, or perceived conflicts of interest must be disclosed promptly. If you are unsure whether a situation constitutes a conflict, you are required to disclose it anyway. Disclosures should be made to:
  1. HR
  2. Your Manager
Failure to disclose a conflict of interest is itself considered a serious violation of this policy. Management of Conflicts Upon disclosure, Zemuria may take one or more of the following actions, at its discretion:
  • Require recusal from specific decisions or activities
  • Modify reporting lines or responsibilities
  • Impose conditions or restrictions on certain activities
  • Require termination of the conflicting relationship or interest
  • Terminate the engagement or employment, where necessary
The company’s determination on how a conflict is managed is final. Prohibited Conduct The following actions are strictly prohibited:
  • Knowingly placing personal interests above the interests of Zemuria
  • Concealing or misrepresenting conflicts of interest
  • Retaliating against anyone who raises a conflict or ethical concern
  • Attempting to influence others to act against the company’s interests
Consequences of Violation Violations of this policy may result in:
  • Disciplinary action, up to and including termination of employment or contract
  • Recovery of financial losses or benefits obtained improperly
  • Legal action where applicable
Zemuria reserves the right to take immediate action where a conflict poses material risk to the company.

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5. Ethical Guidance and Support

Zemuria recognizes that ethical dilemmas can arise in complex environments. Employees are encouraged to seek guidance early rather than attempt to resolve conflicts independently. Raising a concern in good faith will not result in retaliation. Integrity, trust, and sound judgment are foundational to Zemuria’s culture. Each individual is responsible for protecting these values through transparency, accountability, and ethical conduct.