Code of Ethics (Cont'd)

Corporate Opportunities

No employee, officer or director of Innodata Isogen shall for personal or any other person's or entity's gain deprive Innodata Isogen of any business opportunity which could be construed as related to any existing or reasonably anticipated future activity of Innodata Isogen. Employees, officers and directors who learn of any such opportunity through their association with Innodata Isogen may not disclose it to a third party or invest in the opportunity without first offering it to Innodata Isogen.

Confidential Information/Privacy

No employee, officer or director of Innodata Isogen who is entrusted with information of a confidential or proprietary nature (about Innodata Isogen, its suppliers, customers or other constituents) shall disclose that information outside Innodata Isogen, either during or after service with Innodata Isogen, except with written authorization of Innodata Isogen or as may be otherwise required by law. Employees, officers and directors may not use confidential information for their own personal benefit or the benefit of persons or entities outside Innodata Isogen.

Confidential information includes all non-public information learned as an employee, officer or director of Innodata Isogen. It includes, but is not limited to:

• Non-public information that might be of use to competitors, of interest to the press, or harmful to Innodata Isogen or its customers, if disclosed;
• Non-public information about Innodata Isogen's financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
• Non-public information concerning possible transactions with other companies or information about Innodata Isogen's customers, suppliers or joint venture partners, which Innodata Isogen is under an obligation to maintain as confidential; and
• Non-public information about discussions and deliberations, relating to business issues and decisions, between and among employees, officers and directors.

The foregoing is in addition to the provisions contained in Innodata Isogen’s standard "Agreement Concerning Confidentiality and Non-Disclosure."

3. Compliance with Other Laws, Rules & Regulations

General

Innodata Isogen expects its employees, officers and directors to comply with all applicable laws and material rules and regulations in countries where Innodata Isogen does business. Violation of domestic or foreign laws and regulations may subject an individual, as well as Innodata Isogen, to civil and/or criminal penalties.

Insider Trading and Fair Disclosure

No employee, officer or director may trade in securities while in possession of material inside information or disclose material inside information to third parties ("tipping"). Material inside information is any information that has not reached the general marketplace and is likely to be considered important by investors deciding whether to trade (e.g., earnings estimates, significant business investments, mergers, acquisitions, dispositions and other developments, expansion or curtailment of operations, and other activity of significance). Using material inside information for trading, or tipping others to trade, is both unethical and illegal.