A Message from Neil Barua

The ongoing success of ServiceMax depends on our shared commitment to ethical business practices throughout our global business. Compliance with both the spirit and the letter of applicable laws and the highest ethical standards helps us meet the expectations of our clients, attract and retain outstanding employees, and deliver value to our investors and stakeholders.

This Code of Ethics and Business Conduct ("Code") outlines the expectations for all of us at ServiceMax and its subsidiaries, including employees, directors, and officers, and incorporates our core values that include:

  • Making decisions based on what creates value for our customers
  • Working with a high level of collaboration
  • Caring first about what is best for our customer
  • Caring about each other’s families, communities and environments that we live and work within
  • Fighting together for what we believe is right

Please read this Code carefully. A culture of honesty and accountability, together with a commitment to the ethical standards described here, is essential to the long-term success of our business. Each of us, through our daily actions, plays a role in determining what kind of company we are. If you have a concern, if you are not sure what is right in a particular situation, or if you think others in our Company might be breaking the rules, speak up. Discuss your questions or concerns with your manager or use the compliance resources described in this Code.

I thank you for your dedication and commitment to making ServiceMax a great company and your continuing efforts to help us achieve our mission and values.

Sincerely,
Neil

Build Trust & Credibility

The success of ServiceMax depends on the trust and confidence we earn from our employees, customers, partners and stakeholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.

When considering an action, ask: will this build trust and credibility for ServiceMax? Will it help create a working environment in which ServiceMax can succeed over the long term? Is the commitment I am making one I can meet? We will maximize trust and credibility by answering “yes” to those questions and by working every day to build our trust and credibility.

Respect for the Individual

We all deserve to work in an environment where we are treated with dignity and respect. ServiceMax is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.

ServiceMax is an equal opportunity employer and is committed to providing a positive work environment that is free of harassment, intimidation, bias and discrimination. We strictly prohibit discrimination or harassment of any kind on the basis of race, color, religion, creed, sex/gender (including pregnancy, childbirth, breastfeeding and/or related medical conditions), gender identity, gender expression, sexual orientation, marital status, medical condition, military and/or veteran status, national origin, ancestry, mental and/or physical disability, genetic information, request for leave, age or any other characteristics protected by law. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to our People/HR team.

Create a Culture of Open & Honest Communication

At ServiceMax everyone should feel comfortable expressing themselves, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

ServiceMax will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise ethical concerns in good faith.

The best starting point for seeking advice on ethics-related issues or reporting potential violations of the Code will usually be your manager. However, if the conduct in question involves your manager, if you have reported the conduct in question to your manager and do not believe that he or she has dealt with it properly, or if you do not feel that you can discuss the matter with your manager, you may raise the matter with the Legal Department by submitting an inquiry to the Legal Department at Legal@servicemax.com or via the Company's EthicsPoint hotline at: https://servicemax.ethicspoint.com/.

Set Tone at the Top

In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to resolve such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as an encouraged form of business communication. At ServiceMax, we want the ethics dialogue to become a natural part of daily work and we expect officers, managers and other supervisors to develop in employees a sense of commitment to the spirit as well as the letter, of the Code.

From time to time, we may adopt additional policies and procedures with which our employees, officers, and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making decisions where there is no stated guideline in the Code.

Uphold the Law

Complying with the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee operating with legal guidelines and cooperating with local, national, and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their business units in areas of responsibility. We hold periodic training sessions to ensure that all employees comply with the relevant laws, rules, and regulations associated with their employment, including laws prohibiting insider trading (discussed below). While we do not expect you to memorize every detail of these laws, rules, and regulations, we want you to be able to determine when to see advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor or the Legal Department.

Insider Trading

Employees who have access to confidential (or “inside”) information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct our business. All non-public information about the Company or about companies with which we do business is considered confidential information. To use material non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is not only unethical, it is illegal. Employees must exercise the utmost care when handling material inside information.

Proprietary Information

It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of others' software or other intellectual property.

In addition, data protection is an essential element in maintaining the trust of our customers. A variety of privacy laws, regulations and numerous contracts with customers and other third parties require us to protect the security of certain kinds of information. You are expected to do your best to protect the privacy and security of all the confidential information you obtain while working at ServiceMax. Familiarize yourself with your responsibilities as provided for in our security policies, privacy policies and privacy notices to ensure that you comply with them and all applicable data protection laws and only collect, use and access confidential information and personal data as strictly necessary and authorized.

Competition

We are dedicated to ethical, fair and vigorous competition. We will sell ServiceMax products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for ServiceMax or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.

Anti-Corruption

We do not permit or condone bribes, kickbacks or other improper payments. Remember that giving or accepting anything of value that can improperly affect business decisions qualifies as a bribe. No director, officer or employee should offer, give, solicit or receive any money or other item of value for the purpose of obtaining, retaining or directing business or bestowing or receiving any kind of favored treatment. Make sure you have read, understand and apply our Anti-Corruption, Money Laundering, and Economic Sanctions Policy.

Health & Safety

ServiceMax is dedicated to maintaining a healthy environment. Our offices are designed to make your safety in the workplace our top priority. If you believe that any condition in of our offices presents a risk to personal health or safety, please contact your local facilities manager or your People/HR team representative immediately.

Avoid Conflicts of Interest

Conflicts of Interest

We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of ServiceMax may conflict with our own personal or family interests. We owe a duty to ServiceMax to advance its legitimate interests when the opportunity to do so arises. We must never use ServiceMax property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with ServiceMax.

Here are a few ways in which conflicts of interest could arise:

  1. Having a personal interest, financial interest or potential gain in any ServiceMax transaction.
  2. Placing company business with a firm owned or controlled by a ServiceMax employee or his or her family.
  3. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all ServiceMax employees or otherwise permitted under this Code.
  4. Owning or having a substantial interest in a competitor, supplier or contractor.
  5. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you are employed with ServiceMax.
  6. Hiring or supervising family members or closely related persons.
  7. Serving as a board member for an outside commercial company or organization.

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from their manager or the Chief Legal Officer.

Gifts, Gratuities & Business Courtesies

Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom ServiceMax does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of ServiceMax or our customers, or would cause embarrassment or reflect negatively on ServiceMax’s reputation. Although we may not use our position at ServiceMax to obtain business courtesies, we may accept unsolicited business courtesies that promote successful working relationships and good will with the firms that ServiceMax maintains or may establish a business relationship with.

Meals, Refreshments & Entertainment

We may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

  • They are not inappropriately lavish or excessive;
  • The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity;
  • The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.

Gifts

Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace. Generally, employees may not accept compensation, honoraria or money of any amount from entities with whom ServiceMax does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from management.

Employees with questions about accepting business courtesies should talk to their managers or the People/HR team.

Offering Business Courtesies

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon ServiceMax. An employee may never use personal funds or resources to do something that cannot be done with ServiceMax resources. Accounting for business courtesies must be done in accordance with approved company procedures.

Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

  • The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization;
  • The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish; and
  • The business courtesy is properly reflected on the books and records of ServiceMax.

Accuracy of Disclosures and Records

Accurate Public Disclosures

We will strive to make certain that all disclosures made in financial reports, in public documents, and to government agencies, such as the U.S. Securities and Exchange Commission (the “SEC”), are full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind ever justifies misrepresenting facts or falsifying records.

Each of us also has a duty to speak up if we become aware of or suspect that any transaction or any accounting, auditing or internal control practice within ServiceMax is inaccurate or suspicious or if there is a question about whether ServiceMax is providing complete accurate and timely disclosures in its filings with the SEC or in its other public communications. If you learn of something that you think is inaccurate or suspicious, or if you believe that there is a question regarding the accuracy, completeness or timeliness of our public disclosures, please report the matter immediately as described in this Code. In addition, you may file a complaint pursuant to the procedures set forth in our Policy for Reporting Concerns.

Corporate Recordkeeping

We create, retain and dispose of our company records as part of our normal course of business in compliance with all ServiceMax policies and guidelines, as well as all country and state regulatory and legal requirements. All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with ServiceMax’s and other applicable accounting principles.

Be Loyal

Confidential & Proprietary Information

Integral to ServiceMax’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

Use of Company Resources

Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.

Employees and those who represent ServiceMax are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

In order to protect the interests of the ServiceMax network and our fellow employees, ServiceMax reserves the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or ServiceMax’s intranet. You should not transmit comments, language, images or other files that you or the company would be embarrassed to have read by any person. Remember that “private” e-mail messages are easily forwarded to a wide audience. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.

Questions about the proper use of company resources should be directed to your manager.

Media and Investor Inquiries

ServiceMax is a high-profile company in our community and in financial markets, and from time to time, employees may be approached by reporters, other members of the media, securities analysts, other members of the financial community, stockholders or other organizations with questions about our business. In order to ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries and other requests for financial or other information about the company to the Chief Marketing Officer or the Chief Financial Officer. No one may issue a press release without first consulting with the Chief Marketing Officer.

Promote Substance Over Form

Although ServiceMax’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.

Waivers and Amendments

No waiver of the Code for the benefit of a director or an executive officer will be effective unless approved by the Board or the Nominating and Corporate Governance Committee, and if applicable, the waiver is promptly disclosed to ServiceMax’s stockholders in accordance with applicable U.S. securities laws and regulations.

Any amendment of waiver of this Code for an individual that is not a director or executive officer must be approved in writing by our Legal Department.

All amendments to the Code must be approved by the Board or the Nominating and Corporate Governance Committee and, if applicable, must be promptly disclosed to ServiceMax’s shareholders in accordance with applicable United States securities laws and regulations.

Accountability

ServiceMax takes seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.

Our Board of Directors and the Nominating and Corporate Governance Committee are responsible for overseeing the systems and processes established by the Company to ensure compliance with this Code. The Board has delegated day-to-day responsibility for administering and interpreting the Code to the Legal Department.

Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. This Code describes the minimum standards that we expect from our directors, officers, and employees in the conduct of our business. It is not intended to reduce, replace or limit any other legal or contractual obligations that you have to ServiceMax. If you are concerned whether the standards are being met or are aware of violations of the Code, you may submit an inquiry to the Legal Department at Legal@servicemax.com or via the Company's EthicsPoint hotline at: https://servicemax.ethicspoint.com/.