1. Scope of Policy

1.1 TLC Nursing Associates, Incorporated, together with its wholly-owned subsidiaries (collectively, “TLC Nursing '' or the “Company”), is committed to its long-standing practice of competing vigorously, honestly, and in compliance with the letter and the spirit of the antitrust laws.

1.2 This Antitrust Compliance Policy (“Policy”) sets forth the Company’s policies for complying with applicable antitrust and competition laws, including laws prohibiting anti competitive conduct, practices and arrangements as more fully described below. Violations of antitrust laws by officers, directors and employees (“Employees”) expose TLC Nursing and its Employees to substantial fines and penalties, including imprisonment.

1.3 This Policy applies to all Employees (whether full-time, part-time, expatriate, temporary, extern, or intern) of TLC Nursing and its wholly-owned subsidiaries, wherever located.

1.4 This Policy provides guidance to Employees to help them identify potential antitrust issues and understand when to involve the Law Department. It is the responsibility of every Employee to be familiar with antitrust principles, to recognize potential antitrust or anti competitive concerns as they arise and to maintain fully compliant business practices within their span of control, operation or execution.

1.5 All questions and concerns about the application of the antitrust laws to your activities or the activities of others should be referred promptly to the Law Department or the Company’s compliance hotline as outlined in Section 3.0 of the Policy.

2. Statements of Policy

2.1 Compliance with Applicable Antitrust and Competition Laws:

2.1.1 TLC Nursing is subject to various antitrust and competition laws within the United States that advance fair competition. These laws prohibit agreements among competitors, improper exchanges of competitively sensitive information, and other practices that unreasonably restrict free trade and competition.

2.1.2 TLC Nursing is subject to applicable antitrust and competition laws wherever it does business. TLC Nursing endeavors to comply with all such laws and to operate with Antitrust Compliance Policy integrity. TLC Nursing’s success in the marketplace develops from honest and fair competition, not by anticompetitive, predatory or unfair practices

2.2 Core Concepts:

2.2.1 Many of the prohibitions under antitrust laws relate to interactions with competitors. A “competitor” is a company or person that rivals TLC Nursing by marketing, selling or purchasing the same or a similar product or service, or competes against TLC Nursing in the hiring or recruitment of employees: A company or person that a customer, supplier, distributor or potential hire would view as an alternative to dealing with TLC Nursing is a competitor. Note that it is important that Employees assess whether a company or individual is a competitor with regard to each interaction, as TLC Nursing deals with many companies and individuals who may at times act as actual or potential competitors and at other times act as customers, suppliers or distributors.

2.2.2 The concept of an “agreement” under antitrust laws is very broad, going beyond an express or written assurance. Agreements between competitors can be inferred from all the facts and circumstances and can be established based on conduct alone.

2.2.3 Antitrust laws also prescribe appropriate ways for sharing and collecting “competitively sensitive information.” Competitively sensitive information is information that may reduce or eliminate uncertainties between competitors with regard to the industry, business or product parameters that are relevant to competition in a market. A non-exhaustive list of examples of competitively sensitive information includes: prices and terms of sale; offers and bids in competitive tenders; costs; marketing and business strategies; the identity of a competitor’s customers, suppliers and distributors; and compensation and benefits paid and offered to employees.

2.3 Prohibited Conduct: Various forms of conduct, communication, and agreements between TLC Nursing Employees and our competitors, customers, suppliers, distributors or other third parties may violate this Policy and the antitrust and competition laws. Representative examples of prohibited conduct are set out below.

2.3.1 Dealings with Competitors:

Price Fixing: Any agreement between competitors to fix, raise, lower, or stabilize prices or establish a range of prices, a minimum price, a maximum price, or a common pricing system are illegal and strictly prohibited. The price-fixing prohibition also extends to the terms and conditions of sale such as credit terms, costs, discounts, service charges, warranties, rebates, surcharges, taxes and the like.
Bid-rigging: Agreements or understandings directly or indirectly between competitors to fix bids or to refrain from bidding and other collusive bidding arrangements violate antitrust laws. Similarly, agreeing to another Antitrust Compliance Policy bidder’s request not to bid or to submit an intentionally high bid to facilitate the requestor achieving low bid status is unlawful.

Output Restrictions: Agreeing with competitors to control, manipulate or suppress the supply of goods or services into the market is illegal. It is unlawful to agree with competitors to limit or decrease capacity or supply levels.

Allocating Customers or Territories: Competitors may not agree to allocate specific customers or classes of customers, or geographic territories among themselves or otherwise agree to “share” or “split” the market. Sharing the market may consist of allocating fixed percentages of available business to each competitor, dividing sales territories on a geographic basis, allotting customers to each seller or setting volume quotas as to customers or territories.

Group Boycotts: A group boycott, or concerted refusal to deal with other buyers or suppliers, is unlawful. Such unlawful arrangements include agreements among competitors to refuse to sell to particular customers or buy from particular suppliers.

Collective Refusals to Deal: Antitrust laws generally permit a company to unilaterally refuse to sell or deal with any customer or buy from any supplier. It is unlawful, however, for a company to agree with a competitor to refuse to sell to a particular customer or buy from a particular supplier or to do so only on specific terms or prices.

Wage-Fixing or No Poach Agreements: Under antitrust laws, firms that compete to hire or retain employees are competitors in the employment marketplace, regardless of whether the firms make the same products or provide the same services. It is unlawful for such competitors to expressly or implicitly agree not to compete with one another in the labor market. Outside of a legitimate business collaboration (like a merger, acquisition or other venture), it is a violation of antitrust laws to agree with competitors: o about employee salaries or other terms of compensation, either at a specific level or within a range (“wage-fixing agreements''); or o to refuse to solicit or hire each other’s employees (“no poach agreements”).

Improper Exchanges of Competitively Sensitive Information: It is important to avoid the exchange of competitively sensitive information without guidance from the Law Department.

In certain circumstances, the exchange of competitively sensitive information with a competitor may violate the antitrust laws even though no agreement is reached, due to the tendency that such conduct will produce uniform or market conduct. If a competitor sends you or asks you to provide competitively sensitive information, you should immediately contact the Law Department.

But not all information exchanges are unlawful. You should consult the Law Department about other appropriate means for collecting, disseminating and utilizing competitively sensitive information.

? Market Intelligence: You may obtain competitive intelligence from lawful sources who are not competitors, such as customers, distributors or publicly-available information (e.g., earnings calls, company websites, industry publications and news articles). You should always clearly identify the source of competitive intelligence when sharing such information with other TLC Nursing employees.
? Industry Surveys: Industry surveys will often focus on the collection of competitively sensitive information from a broad segment of market participants. Participation in industry surveys can raise antitrust concerns if not appropriately handled and, thus, should be approached with caution and appropriate legal counsel.. Such surveys may, for example, be appropriate if:
• a neutral third party manages the survey;
• the survey involves information that sufficiently dated;
• the information is aggregated and anonymized to protect the identity of the underlying sources; and • enough sources are aggregated to prevent competitors from linking particular data to an individual source.
? Benchmarking Services: “Benchmarking” refers to the practice by which a company compares its practices, methods, or performance against those of other companies. A benchmarking exercise can be done by the collection of market intelligence or through use of third-party benchmarking services. Benchmarking is not inherently illegal and has obvious procompetitive potential, including allowing companies to learn about more efficient means of production and distribution, which can in turn lead to better and lower cost products for consumers. But participation in benchmarking activities, like other forms of information exchange, can lead to tacit or even explicit collusion and, thus, should be approached with caution and appropriate legal counsel.
? Trade Association Activities: Despite the pro-competitive intention and positive effect on developing markets and fostering innovation, Employees must be mindful of antitrust risks associated with all gatherings and activities of industry trade associations and related external organizations that include competitors. Before attending any such events, Employees should familiarize themselves with this Policy and consult the Law Department on any questions or concerns.

2.3.2 Dealings with Customers/Suppliers:

• Tying: Tying the purchase of one product or service to the purchase of another may violate antitrust laws if done in a way that forces purchasers to buy unwanted products or services in order to obtain the desired product or service. Bundling of products or services may be permissible where both are separately available.

• Price Discrimination: A seller generally may not charge different prices or impose different terms for similar products or services to customers with an intent to harm our customer’s competitors or where no alternative source of supply is available. Different credit terms not related to credit worthiness and differences in delivery terms, rebates, service charges and the like, are treated as differences in price. If you have any questions regarding whether any of our prices could be regarded as discriminatory, you should contact the Law Department.

• Predatory Pricing/Predatory Conduct: Predatory pricing is pricing goods at a low level or below cost in an effort to eliminate the competition. Predatory conduct may include requiring a customer to cease doing business with a competitor in order to continue to receive TLC Nursing products or services. If you have any questions regarding whether any of our prices could be regarded as predatory, you should contact the Law Department.

• Restrictive Terms: Certain restrictive, contractual terms may raise antitrust concerns in some circumstances, including, for example:
o terms dictating the price at which a product may be resold or the territories or customers a product may be resold to;
o most-favored-nation (“MFN”) pricing; o exclusivity arrangements;
o loyalty rebate schemes; and
o non-solicitation provisions.
If you have any questions regarding use of these or other restrictive contractual terms, you should contact the Law Department.

2.4 Mergers & Acquisitions:

2.4.1 Under the Hart-Scott-Rodino Act, the Federal Trade Commission and the Department of Justice review most of the proposed transactions that are over a certain size, and either agency can take legal action to block deals that it believes would “substantially lessen competition.” All of the Company’s potential mergers, acquisitions, joint ventures or partnership activity must involve the Law Department at the earliest opportunity and receive the required governmental reviews and approvals.

2.4.2 All entities acquired by TLC Nursing will adopt this Policy. If TLC Nursing is part of a joint venture and has majority control, the venture and any related entities will adopt this Policy; if TLC Nursing has minority control, the venture and any related entities will institute a policy substantially similar to this Policy.

3. Incident Reporting

3.1 Questions / Concerns:

3.1.1 Part of your responsibility for carrying out our antitrust policy is to report questionable activity or suspected antitrust violations

3.1.2 Issues or concerns identified by Employees need to be brought to the attention of the Law Department by contacting Susan E. Ball, General Counsel, at 1-800-440-5790.

3.1.3 It is always best to err on the side of caution by reaching out to the Law Department whenever in doubt about the applicability of this Policy to the proposed conduct or arrangement.

3.1.4 You also have the option to use the Company’s compliance hotline, which is operated by an independent third party and provides you with an option to remain anonymous. You can contact the hotline by calling 1-800-354-7197.





3.2 Government Contacts:

3.2.1 If you are contacted by a governmental entity or investigative agency about an issue concerning antitrust or competition laws related to TLC Nursing business, you should immediately contact the Law Department for assistance.
3.2.2 You must retain all documents (including emails, text messages, and other data) that may be relevant to the subject of the inquiry. Do not destroy, delete, discard or alter any potentially relevant materials.

3.2.3 The attempted deletion, destruction, discarding or alteration of documents (including emails, text messages, and other data) that may be relevant to the inquiry could be considered “obstruction of justice.” Obstruction is a broad crime that may be brought against individuals and companies for acts such as destruction of evidence, making false statements to officials, perjury, and witness tampering.

4. Penalties for Failure to Comply

4.1 Any violation of the antitrust laws can have serious consequences for TLC Nursing and for you as an individual. Fines, damages, and imprisonment of individual Employees for violations of the antitrust laws can be significant, as can the loss of reputation and business. Even where no violation ultimately is found to have occurred, the costs incurred in defending the Company and Employees against allegations of violations (legal expenses, personnel time, and interruption of normal business operations) can be substantial.

4.2 Violations of this Policy may result in discipline up to and including termination of employment.

5. Exceptions & Exclusions 5.1 Unless specifically provided herein or expressly granted on a case-specific basis by the Law Department, there are no exceptions to this Policy.

Antitrust Guidelines for Intercompany Interactions
with TLC Nursing Associates Data Aggregation Services (“DAS”)

Antitrust laws are designed to promote competition and prevent restraints of trade. It is the policy of TLC Nursing and all of its subsidiaries to comply with all applicable laws and regulations. These guidelines are designed to prevent any violation, or the appearance of a violation, of applicable laws proscribing anticompetitive behavior in connection with employee interactions within the TLC Nursing family of companies and, in particular, with TLC Nursing DAS, Inc. (“DAS”).

Please contact the General Counsel with any questions about these guidelines.

Restrictions on TLC Nursing and DAS Interactions

DAS will provide strategic data services to TLC Nursing, healthcare providers, and potentially even other healthcare staffing companies. Among other services, DAS will provide anonymized and aggregated compensation data services to assist its clients be more competitive in the hiring and retention of healthcare professionals.

In providing these services, DAS may have access to certain “Competitively Sensitive Information” from TLC Nursing, as well as other companies with whom TLC Nursing may compete. Competitively Sensitive Information includes nonpublic information relating to:

• A client’s pricing with other staffing companies;
• A client’s strategic plans, including hiring and staffing contracts;
• Amounts and types of compensation a client pays to employees or contractors;
• Formula and algorithms a client may use for calculating compensation or proposed compensation; or
• any other confidential information provided by a client, the exchange of which could harm competition between the client and TLC Nursing.

DAS’s provision of aggregated and anonymized data to TLC Nursing pursuant to the companies’ formal licensing agreement does not constitute Competitively Sensitive Information for this purpose.

DAS’s potential access to Competitively Sensitive Information, and its role as a provider to both TLC Nursing and those with whom TLC Nursing may compete, require that:

• TLC Nursing and DAS employees should at all times respect the corporate boundaries between, and the independent decision making of each of, DAS and TLC Nursing;

• Under no circumstances should TLC Nursing and DAS employees discuss or take actions to use (or that may leave the potential inference of the intent to use) DAS to coordinate TLC Nursing’s commercial behavior with other clients of DAS; and
• Under no circumstances should TLC Nursing employees request or receive from DAS, and DAS employees should not offer or produce to a non-DAS employee, any Competitively Sensitive Information DAS may obtain from a client other than TLC Nursing.

Permissible Shared Services Arrangements

TLC Nursing (and its vendors) may provide functional, back-office or other administrative support to DAS that is unrelated to DAS’s business lines – examples include accounting, treasury, finance, information technology and procurement support. Where TLC Nursing employees perform such support have, or could be deemed to have, access to Competitively Sensitive Information, those individuals shall treat such information under these Guidelines as if they were employees of DAS.

Other Intra-Company Interactions

TLC Nursing employees should, as appropriate, contact the General Counsel prior to engaging with DAS employees (whether for the purposes of information exchange or other forms of collaboration) in order to determine if other protocols should apply even if Competitively Sensitive Information is not intended to be exchanged. For example, the co-development of new software or digital efforts may require intellectual property related agreements and documentation; the sharing of staff or services may require new, or amendments to existing, intercompany agreements and intercompany billing processes; and the joint use of third-party systems may require verification of TLC Nursing’s and DAS’s respective permissions and/or firewalls to jointly use such a system. Prior clearance is not required for routine functional matters, including matters relating to financial reporting, human resources, compliance, internal audit and budgeting

Business Continuity Plan Overview

Purpose

The TLC Nursing Associates (TLC) Business Continuity Plan (BCP) provides a pre-determined and approved plan for recovering the organization’s vital business functions, according to the criticality of the functions, in the event of a disruption of the organization’s operations. The goal of this plan is to set out the mitigation, preparation, warning, response and business continuity arrangements for the core processes and system production environment impacted by the loss of a facility or data center.

Scope

The BCP includes recovery of all the organization’s vital business functions. The degree of implementation of the BCP depends upon the magnitude and nature of the incident that caused the disruption. The BCP also focuses on the preparations for planned and unplanned outages. Finally, the plan specifies the recovery and procedures for disasters.

Objectives

The BCP provides a process to achieve the following goals in the event of a disruptive incident.

• Provide the information and procedures necessary to respond to an occurrence, execute the communication plan, and assemble response and recovery teams to resume normal business processing from the affected site.
• To ensure continued operations of all vital business functions to maintain customer services, support services, cash flow, and to maintain the confidence of clients, customers, vendors, service providers and associates.
• Provide instructions for alternative ways to access TLC’s applications and systems
• To minimize the cost of business interruption. I

It is a strategic objective of TLC to provide for the safety of the associates, physical and intangible assets, and vital records while ensuring the continuation of essential services and delivery of products and services to its clients and customers. To affect this strategy, TLC will maintain an active BCP that will have a scheduled review and tested periodically both formally and in an ad hoc manner.

Our designated Business Continuity Team is comprised of several sub-teams responsible for the successful execution of the BCP, including:
• The Crisis Management Team
o Responsible for determining the course of action, coordinating all activities during a recovery period, and communicating with key internal and external stakeholders.

• The Information Technology Recovery Team
o Restores operations, security, and voice and data network infrastructure.
• The Communication Team
o Responsible for all forms of internal and external communications.
• The Facility Team
o Conducts in-depth damage assessment with recommendation to management on required repair/restorations activities, damage mitigation, salvage and physical restoration, and establishes alternative facilities as needed.

Using The BCP

The BCP ensures the organization will be able to meet its recovery objectives. The organization’s Crisis Management Team (CMT) Leaders will exercise good business practice to apply the BCP activities as appropriate.

The BCP used during periodic testing of the plans during disruptive incidents, and implemented completely or in part when one or more of the following situations occur:

1. There is serious and obvious damage to the structure of a facility.
2. There is severe damage or failure of the computing infrastructure and the inability to provide adequate support to continue critical business functions.
3. Restricted access to a facility by emergency services,such as police, fire, or hazardous spill services.
4. Property owner restricted access to a facility due to a hurricane warning issued for the immediate area.

Maintenance

Our BCP is subject to thorough review at least annually, during which all CMT Members are responsible for ensuring their department’s information is up-to-date and core elements of the BCP reviewed and updated as necessary. Following all tests, the lessons learned will be determined and if appropriate, the BCP updated.

A. Purpose and Introduction

It is the policy of TLC Nursing Associates, Inc. (the "Company" or "TLC ") that all business, including that of its subsidiaries, is to be conducted in strict compliance with all applicable governmental laws, rules, and regulations, and in keeping with the highest level of business ethics. The Company expects honest and ethical conduct from every director, officer, and employee of the Company and its subsidiaries (collectively, "Covered Persons" and each, a "Covered Person").

Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code of Conduct and Business Ethics Policy (the "Code"), regardless of whether such conduct is specifically referenced herein. Except to the extent specifically stated otherwise herein, the provisions of this Code shall apply to all Covered Persons, which includes, without limitation, all employees, including the Company’s executive officers, and members ("Directors") of the Board of Directors (the "Board") of the Company. The Board is ultimately responsible for the implementation of this Code.

Covered Persons should direct questions regarding the application or interpretation of this Code to either the CEO, COO, or the Director Human Resources or any one of their designees. In addition, as set forth in Section T below, Covered Persons who observe, learn of, or, in good faith, suspect a violation of this Code, must immediately report the violation to the Corporate Compliance Officer or any of the Corporate Compliance Officer's designees.

This Code should be read in conjunction with the Company's other policy statements.

B. Basic Standard of Ethics and Compliance with Applicable Law

Covered Persons shall observe the highest standards of ethical conduct. In the performance of their duties,they shall protect and foster shareholder value through fair dealings, complete honesty and full disclosure. Covered Persons shall maintain the highest standards of integrity, both in the workplace and outside the workplace, fully observing all applicable laws, rules, and regulations.

C. Conflicts of Interest

Under established principles of law and Company policy, Covered Persons have a duty of undivided loyalty to the Company. Accordingly, Covered Persons, if confronted with a choice between the interests of the Company and personal economic interests or obligations or duties to others, must act in the interests of the Company.

A "conflict of interest" exists any time a Covered Person faces a choice between what is in his or her personal interest (financial or otherwise) and the interest of the Company. While it is not possible to describe all situations that may involve potential or actual conflicts of interest, the following are examples of activities that should generally be avoided:

1. Receipt of compensation, gifts, entertainment,meals, discounts,services, loans or anything of value from suppliers, vendors, customers or other persons with whom the Company and its subsidiaries do business or any competitor of the Company or its subsidiaries (other than the receipt of minor gifts, entertainment,meals, discounts, services or things of value not exceeding $100 in value in any one year from any one firm or person); provided, however, that this shall only apply to directors as it relates to the Company's business. Notwithstanding the foregoing, it is illegal and unacceptable for any executive officer of the Company to receive any form of compensation or value as a result of the Company's transacting business with any person or firm, regardless of the value or the amount (other than compensation or value received from the company or entity).

2. Transacting business with the Company through any company or entity that he or she partially or fully owns, retains stock in, or has other financial interest in, or in which an immediate family member partially or fully owns, retains stock in, or has other financial interest in (excluding any company listed on a national securities exchange or quoted on the Nasdaq quotation system in which such individual owns not more than 3% of the securities of such company, provided his or her involvement with any such company is solely that of a stockholder). Immediate family shall include spouse, children, parents, siblings, in-laws, and grandparents. Notwithstanding the foregoing, as a general rule, a 2% or less aggregate interest by a person, members of his/her immediate family and associated individuals or companies is acceptable.

3. Existence of an interest in any transaction involving the Company or its subsidiaries where such interest does or may affect the objective and impartial representation of the Company.

4. Speculation or dealing in goods, commodities or products purchased, sold or otherwise dealt in or required or utilized by the Company and its subsidiaries.

5. Appropriation to oneself of a business opportunity in which the Company or a subsidiary might reasonably be expected to be interested, without first themselves making available the opportunity to the Company or subsidiary. For instance, a Director or executive officer might learn of a business, an invention or other property that's for sale and which the Company or a subsidiary might be interested in acquiring. A Director or executive officer who fails to disclose this knowledge to the Company and acquires the property may be legally accountable to the Company for any profits that might be realized.

6. Interests, relationships or activities of the type described above that are held or taken by (a) family members, or (b) any trust or estate in which either the employee or family members have a substantial interest, or (c) any partnership, corporation or other firm of which the employee is a partner, director or officer or in which either the employee or family members have a substantial interest.

It is not the Company's desire to discourage or limit the freedom of Covered Persons to engage in and maintain those outside activities and interests that do not interfere with the performance of their duties. It is only when there is a possible conflict of interest that the Company is concerned. Where a conflict or potential conflict does develop, the person should disclose promptly and fully to the Company (see Section T for reporting requirements) all pertinent facts so that the Company can assess the situation and take appropriate action, which may include disqualifying the person from participating in a particular transaction, requiring the person to terminate the outside interest or other action. Failure to disclose an actual or potential conflict of interest may result in disciplinary action, up to and including an unpaid suspension or termination of the individual's employment or relationship with the Company.

D. Outside Interests and Directorships

Covered Persons who hold interests in or have a relationship with another company or entity must make certain they cause no conflicts of interest or potential negative impact on the confidence that shareholders, customers and the public have in the Company. This means such Covered Person may not serve as an officer, director, partner, consultant, agent, employee, independent contractor or in some other capacity for other organizations if such activity:
• Interferes with his or her ability to act in the best interests of the Company;
• Requires the use proprietary, confidential or non-public information, procedures, plans or techniques of the Company;
• Competes with the Company and/or its subsidiaries; or
• Creates any appearance of impropriety.

In addition, certain statutes and regulations prohibit or restrict individuals from holding interlocking directorships and offices in certain situations. All Directors and executive officers of the Company are required to inform the Chief Executive Officer, respectively, prior to accepting any directorship or office with another corporation to ensure compliance with any such statutory requirements. The Company fully supports executive officers' involvement in and contribution to not-for-profit and charitable activities. Executive officers must report to the Chief Executive Officer any director positions they hold or wish to hold on not-for-profit and charitable organization boards. Executive officers shall remain vigilant to ensure no conflicts of interest arise and that the best interests of the Company serve as the guiding influence.

E. Accounting Records and Accuracy of Books and Records

The Company has a strict policy against making or maintaining any improper, disguised or questionable payments, accounting records, or financial reports of any kind. In addition to the Company's policy, there are numerous laws that may impose civil and criminal penalties for such acts not only upon the Company but upon the individuals concerned as well.
Without limiting the scope of the foregoing statement, attention is specifically called to the following:

1. The use, directly or indirectly, of any funds or other assets of the Company or of any subsidiary for any purpose that would be in violation of any applicable law, rule or regulation or would otherwise be unlawful is strictly prohibited.

2. Even though lawful, the use, directly or indirectly, of any funds or other assets of the Company or any subsidiary for political contributions of any kind or in any form (whether cash, other property services or the furnishing of facilities), or the establishment or administration by the Company or any subsidiary of any committee or other organization for the raising or making of political contributions, is generally prohibited, whether within or outside of the United States. In jurisdictions where political contributions are lawful, exceptions to the prohibition may be authorized in rare cases and in limited amounts only in writing by one of the executive officers of the Company.

3. No undisclosed or unrecorded bank account or other fund or asset of the Company or of any subsidiary shall be established or maintained for any purpose. No off-the-book accounts shall be maintained to facilitate questionable or illegal payments.

4. All funds and assets of the Company and its subsidiaries shall be fully and properly recorded in the appropriate books and records of the Company and its subsidiaries.

5. No false, misleading or artificial entries shall be made or permitted for any reason in the books and records of the Company or of any subsidiary for any reason, including, without limitation, the manipulation of Company financial accounts, records or reports for personal gain. All transactions shall be appropriately authorized, evidenced by proper supporting documentation and recorded in accordance with generally accepted accounting practices.

6. No transaction shall be effected and no payment shall be made on behalf of the Company or any of its subsidiaries with the intention or understanding that any part of the transaction or payment is effected or made for any purpose other than as described in the supporting documents and as described in the books and records of the Company.

7. All payments shall be made in accordance with prevailing exchange control and tax regulations.

F. Loans

The Company prohibits the loan, in any form, of money to employees (including executive officers), including any loan guarantees. The prohibition of loans shall include the personal use of Company issued credit cards and split dollar life insurance policies. The absence of mention of a specific form of a loan in the Code does not imply its approval.

G. Bribery, Kickbacks and Other Improper Payments

No bribes, kickbacks, payoffs or other illegal or improper payments shall be made to commercial customers, vendors, or suppliers or their intermediaries or to governmental officials for any purpose. Covered Persons may not directly or indirectly promise, offer or make payment in money or anything of value to anyone,including, without limitation, a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, with the intent to induce favorable business treatment or to improperly affect business or government decisions on behalf of the company.

Any entertainment of and gifts to customers and potential customers must be in accordance with the Company's Corporate Control Policies. Just as Covered Persons should not accept gifts of value from customers,vendors, government officials, labor organizations and others, Covered Persons should not give any gifts or provide entertainment that is not consistent with high integrity and sound business practices.

Covered Persons must pay special attention to the treatment of public officials and employees of governmental agencies whose conduct with respect to gifts and meals is controlled by laws and regulations which must be complied with at all times. These laws and regulations are complex and can vary from state to state and country to country.

H. Integrity of Reports and Filings

Covered Persons shall ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company. Without limiting the foregoing, executive officers shall ensure full compliance with the Sarbanes-Oxley Act Of 2002 and all existing and future securities legislation, as well as full compliance with corporate governance requirements of Nasdaq or any exchange upon which the Company may in the future trade its stock, and FinancialIndustry Regulatory Authority (“FINRA”). Executive officers shall in all cases ensure full and honest disclosure of the Company's financial and operating conditions as required by law,Nasdaq, and FINRA mandate. In adhering to the foregoing, executive officers shall:

• Ensure that the Company’s books, accounts and records are maintained according to generally accepted accounting principles, using enough detail to reflect accurately and fairly Company transactions, and that transactions are recorded accurately and in a timely manner, so that no misleading financial information is created;
• Establish internal financial controls that are documented, stored in multiple locations and reviewed for their integrity and application quarterly by executive officers before submission of quarterly SEC filings;
• Should any irregularities, noncompliance with internal controls or abuses be observed, the observing executive officer should report such directly to the Chief Executive Officer and Audit Committee;
• Review internal financial controls at least every ninety days to ensure their integrity and report any deficiencies to the Chief Executive Officer and Audit Committee for immediate correction;
• Ensure a broad knowledge of the Company's operating condition, ensuring full and honest disclosure of all material aspects and reporting such in Management's Discussion and Analysis Section of the Company's Periodic reports and filings; and
• Prepare budget proposals with accurate information.

I. Improper Use and Disclosure of Confidential Information; Protection of Personal Information

Information is one of our most valuable corporate assets, and open and effective dissemination of information is critical to our success. However, much of our Company's business information is confidential or proprietary. It is also our Company's policy that all Covered Persons must treat what they learn about our Company, employees, customers, vendors and suppliers and each of their businesses as confidential information. The protection of such information is of the highest importance and must be discharged with the greatest care for the Company to merit the continued confidence of such persons. Confidential information is information a company would consider private, which is not common knowledge outside of that company and which a Covered Person of the Company has learned as a result of his or her employment and/or directorship with the Company.

During the term of their employment and/or directorship and thereafter, Covered Persons are prohibited, except as required by law or as specifically authorized by the Company's Corporate Compliance Officer, from disclosing, directly or indirectly, to anyone outside the Company, confidential information concerning the Company. Examples of such information include:

• Financial data (operating results, capital plans and expenditures, budget, etc.); • Business forecasts and financial analyses;
• Development plans and strategies;
• Business programs, policies, plans, manuals, strategies and methods of operations;
• Customer and supplier lists and identity of outside consultants as well as customer identities and other basic customer information;
• Information obtained during the course of employment about another company, supplier or customer;
• Marketing and advertising plans, programs, strategies, analyses and research; and
• Pricing and product programs, plans, strategies, analyses and research.

In addition, each Covered Person shall protect the confidential and personal information of the Company’s employees, customers, partners and others. In this regard, each Covered Person shall:

• Collect personal information only for legitimate business purposes and keep it only as long as necessary;
• Take precautions to safeguard personal information when collecting, processing, storing, transferring and destroying/discarding it;
• Only share personal information with employees who have a legitimate need to know such information; and
• When business partners will have access to protected personal information, ensure that an appropriate protective agreement is entered into and that they understand the importance that the Company places on privacy.

J. Public Inquiries and Social Media

Covered Persons shall not divulge or "leak" any unauthorized company information to the media or in response to other public inquiries. Unless his or her job duties specifically include responding to outside inquiries,all inquiries shall be referred to the CEO and COO. Covered Persons shall:

• Refer all inquiries from regulatory agencies to the the CEO or COO;
• Refer all inquiries from the news or trade media to the CEO; and
• Refer all inquiries about current or former employees to the Director of Human Resources.

Covered Persons who elect to participate in on-line forums, blogs, newsgroups, chat rooms or bulletin boards must never give the impression that he or she is speaking on behalf of the Company unless authorized to do so. It is imperative that Covered Persons use sound judgment and common sense when engaging in social media as it relates to the Company. Failure to do so could damage the reputation of the Covered Person or that of the Company.

K. Brand Management and Intellectual Property

The Company's name, logo, inventions, processes and innovations are all valuable assets of the Company And are part of its brand management efforts. These assets are called "intellectual property," and their protection is vital to the success of the Company's business. Covered Persons must respect the intellectual property rights of third parties. Violation of others' intellectual property rights may subject both a Covered Person and the Company To substantial liability, including criminal penalties.Copyrights protect works like particles,drawings, photographs,video, music, audiotapes and software and generally prohibit unauthorized copying or downloading of these works.

• Do not copy these materials without first determining that the Company has obtained permission from the copyright holder or that other limited copying is legally permitted.
• Should questions arise, consult with Corporate Counsel.
• Do not copy or distribute software or related documentation without reviewing the license agreement.

Trademarks and service marks are words, names and symbols which help consumers recognize a product or service and distinguish it from those of competitors. The Company's name and logo are among the Company's Most valuable assets. The use of the Company's trademarks or service marks must be properly authorized or licensed. Do not use a third party's trademark or service mark without permission.

A trade secret is valuable information that creates a competitive advantage for the Company by being keptsecret. Examples include information about customers, and financial, planning, marketing and strategic information about the Company's current and future business plans. Treat as trade secrets and keep confidential all commercially sensitive and important business information of the Company and all similar information of other companies and persons that the Company has received under a confidentiality agreement. I

Intellectual property that an employee (including an executive officer) creates during the course of his or her employment belongs to the Company. Employees (including executive officers) must share any innovations or inventions they create during the course of their employment with the Chief ExecutiveOfficer so that the Company can take steps to protect these valuable assets.

L. Fair Dealing and Fair Competition

Covered Persons shall deal fairly and in good faith with the Company’s customers, suppliers, regulators,business partners, and others. No Covered Person may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.

Covered Persons shall follow fair competition standards to ensure full, effective and fair competition and,in particular, to protect customers from unfair or anti-competitive behavior. It is the Company's policy not only to adhere strictly to the fair competition standards that are a matter of law, but also to conduct Company affairs with the highest moral, legal and ethical principles consistent with the spirit of these laws.

M. Use and Selection of Agents

To the extent applicable, Covered Persons shall engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable in relation to the services performed. The engagement should be formalized in a written contract. The Company requires its Covered Persons and agents alike to conduct business with integrity and ignorance of that standard is never an acceptable excuse for improper behavior, nor is it acceptable for improper behavior to be rationalized as being in the Company's best interest.

N. Health and Safety

The Company highly values the health and safety of its employees, customers, vendors, consultants and agents. To meet the Company's standards, employees (including executive officers) shall personally follow and executive officers shall vigilantly promote all employees to:
• Conduct all work in conformance with the Company's health and safety policies and standards. • Conduct operations in a manner that meets applicable health and safety laws, regulations, permits and other requirements, such as those dealing with employee and public safety and work conditions.
• Follow instructions on health and safety laws, regulations and hazards, and apply training to protect one's self, others and the environment.
• Abide by the requirements of the Company's employee related policies. While on the Company's premises or engaged in Company's business, employees (including executive officers) shall not threaten or injure other persons or possess or use firearms.
• Follow the requirements of the Company's alcohol and drug-free workplace policy.

Employees (including executive officers) shall ensure their personal fitness, duties, and work environments are safe. Employees (including executive officers) shall not unlawfully use, possess, sell or transfer illegal drugs, narcotics or alcohol either on or off the job.

O. Equal Employment Opportunity

The Company seeks diversity in its employees, respects their differences and encourages and recognizes contributions of individuals. Covered Persons shall comply with all laws concerning discrimination and equal opportunity. The Company does not tolerate discrimination in its workplace or against its Covered Persons, consultants, contractors or agents. Executive officers shall recruit,select, train and pay based on merit, experience and other work related criteria.

P. Improper Behavior

Harassment in the workplace is conduct (usually repeated and persistent) that creates an intimidating, hostile or offensive work environment, including offensive actions that single out an individual because of that individual’s sex, race, color, age, religion, ethnic background, national origin or physical condition. Covered Persons shall not engage in harassment. Covered Persons shall not engage in unwelcome behavior of a sexual nature in the workplace or publicly. Racial, religious or gender-based slurs shall not be engaged in, nor shall physical abuse. Covered Persons also are prohibited from distributing or displaying offensive material. All reported occurrences of harassment will be thoroughly investigated in confidence and appropriately dealt with in accordance with the Company’s policies.

In addition to the foregoing, executive officers shall be committed to maintaining a work environment that is free from all forms of harassment, and executive officers will take appropriate action if harassment occurs. Accordingly, executive officers:
• shall not allow harassment of any kind in the workplace to be tolerated;
• are expected to report all incidents of suspected harassment to the Corporate Counsel and Chief Executive Officer; and
• shall ensure all claims of harassment are promptly and thoroughly investigated in as confidential a manner as possible.

Q. Use of Computer Resources

The Company invests in and uses computer resources (computer hardware, software, supporting infrastructure, network connections and telecommunications equipment) to advance its business strategy and objectives. Unless prohibited by local law, the use of this technology, including electronic mail and the Internet,is subject to monitoring by the Company.

• Computer software (computer programs, databases and related documentation) whether purchased from a supplier or developed by the Company is protected by copyright and may also be protected by patent or as a trade secret.
• Covered Persons are expected to strictly follow the terms and conditions of the license agreements, including provisions not to copy or distribute materials covered by these agreements. These protected materials may not be reproduced for personal use.
• Use of the Internet, Intranet and electronic mail should be in support of and to advance the Company's business success. Any personal use of these technologies should not create additional costs for, interfere with work duties or violate any Company policies, including information management policies related to defamatory, offensive or threatening messages, gambling, pornography, viruses, chain letters, executable"ready to run" files, "hacking," etc.
• Personal use of Company assets should be incidental and must not have an adverse impact on the Company, the productivity of any Covered Person, or the work environment.

R. Waivers

Requests for a waiver of a provision of this Code must be submitted in writing to the CEO or any of the CEO’s designees for appropriate review, and an executive officer, Director or other officer will decide the outcome.

S. Reporting Requirements, Statement of Anti-Retaliation and Accountability for Adherence to the Code

Unless otherwise provided in applicable laws, a violation of the Code may result in disciplinary action, up to and including summary termination of employment, depending on the circumstance.

As part of its commitment to ethical and legal conduct, the Company expects Covered Persons to bring to the attention of Company management or their designees, information about suspected violations of this Code or of applicable governmental law, rule, or regulation by any Covered Person, consultant, contractor or agent. Each Covered Person is required to come forward with any such information, without regard to the identity or position of the suspected offender. The Company will treat the information in a confidential manner (consistent with appropriate evaluation and investigation) and will ensure that no acts of retribution or retaliation will be taken against anyone for good faith reporting of any violations of this Code or of any applicable governmental law, rule, or regulation. Because failure to report criminal activity can itself be understood to condone the crime, we emphasize the importance of reporting. Failure to report knowledge of wrongdoing may result in disciplinary action against those who fail to report.

Information about known or suspected violations by any Covered Person, consultant, contractor or agent should be reported promptly to a member of management. Whenever practical, a Covered Person should do so in writing. Reports of violations will be investigated under the Director of Human Resources, as he or she finds appropriate. Covered Persons are expected to cooperate in the investigation of reported violations. The Director of Human Resources will not, to the extent practical and appropriate under the circumstances, disclose the identity of anyone who reports a suspected violation or who participates in the investigation. Covered Persons should be aware that the Director of Human Resources, and those assisting him or her, are obligated to act in the best interests of the Company, and do not act as a personal representative or lawyer for employees.

T. Vendors and Contractors

1. Purpose
The purpose of TLC 's policy is that the conduct of employees and others who do business with or on behalf of TLC shall be based upon high ethical standards and in compliance with the law. This section covers a wide range of business practices and procedures that may be relevant to TLC 's vendors and contractors. This section is not intended to cover every issue that may arise, but it sets out basic principles to guide vendors and contractors in their dealings relating to TLC .

TLC is committed to being a responsible corporate citizen and so expects its vendors and contractors to comply with this Code. Any vendor or contractor who violates the standards of this Code will jeopardize their relationship with TLC , including possible termination of the relationship. If you become aware of a situation that you believe may violate this Code, you should report your concerns immediately in accordance with the procedures described below in Section 9 (Reporting Procedures) below. No adverse action will be taken against anyone for making a complaint or disclosing information in good faith, and anyone who retaliates against a person who in good faith reports any violation or suspected violation will be subject to disciplinary action.

2. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which TLC 's ethical standards are built. All TLC vendors and contractors must respect and obey the laws of the cities, counties and states which we operate. Although not everyone is expected to know the details of these laws, it is important to know enough to determine when to seek advice from vendors' or contractors' counsel and to inform TLC of any such matters. If you are uncertain as to whether a course of action is in compliance with the law, you should ask for guidance from your legal advisors or contact.


3. Workplace Safety and Security
TLC strives to provide a safe and healthy work environment. Vendors and contractors working onTLC property have the responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions to TLC 's Human Resource Department. Vendors and contractors are required to report to the work site in condition to perform their duties, free from the influence of drugs or alcohol. The use, possession or distribution of illegal or unauthorized drugs or alcohol on TLC time or on TLC premises will not be tolerated. Violence, threatening behavior and harassment are not permitted. Firearms and other weapons are strictly prohibited on TLC property or on the person of anyone while conducting TLC business, unless authorized in writing for special circumstances by TLC 's Chief Executive Officer.

4. Conflicts of Interest
Business decisions must be based solely on what is best for TLC and not improperly influenced by personal, family or other business interests. Vendors or contractors dealing with vendors on behalf of TLC are expected to avoid conflicts of interest that could be detrimental to TLC . In addition, vendors and contractors are expected to respect TLC 's conflicts of interest policy described here with respect to their dealings with TLC employees,so that TLC employees can remain in compliance. A "conflict of interest" exists when a person's private interest interferes in any way with the interests of TLC or makes it difficult for a person to performhis or her work for TLC objectively and effectively.Conflicts of interest may also arise when an employee, vendor/contractor, a member of his or her family or other business associates, receives personal benefits as a result of his or her position or relationship with TLC .

Conflicts of interest by TLC employees are prohibited unless disclosed and approved. Similarly, vendors or contractors dealing with a vendor on behalf of TLC must disclose potential conflicts with that vendor to their TLC contacts, so that arrangements can be made to avoid the conflicts. Actions or situations that might involve a conflict of interest, or the appearance of one, require disclosure and include the following:

• Employee, vendor/contractor (or a family member or other business associate) working for a TLC vendor or contractor.
• Employee, vendor/contractor (or a family member or other business associate) holding a financial interest in a TLC vendor or contractor.

In addition, TLC 's employees and vendors/contractors may not solicit, accept or retain any gift, entertainment, trip, loan, discount, guarantee of an obligation, service, or other benefit from any organization or person doing business with TLC , other than (i) modest gifts or entertainment as part of normal business courtesy that would not influence, or reasonably appear to influence, an officer or employee to act in any manner not in the best interest of TLC subject or (ii) a nominal benefit that has been disclosed and approved in accordance withthis policy.

Notwithstanding anything in this policy to the contrary, vendors and contractors who offer gifts and entertainment with a value greater than $100 (cash or non-cash)to a TLC employee must obtain the pre-approval of such an offer from TLC 's CEO or General Counsel. Likewise, no gifts or entertainment with a value greater than $100 (cash or non-cash) shall be offered by a TLC employee to a vendor or contractor without obtaining prior written approval from the Company's CEO. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with TLC 's CEO or COO.

5. Privileged Access and Information
Vendors and contractors may not use TLC property, information, or position for improper personal gain, or to compete with TLC directly or indirectly. Vendors and contractors are prohibited from taking for themselves personally or for their families or other business associate opportunities that are discovered through the use of TLC property, information or position.

6. Confidentiality
Vendors and contractors must maintain the confidentiality of all proprietary information entrusted to them by TLC or others with whom TLC does business, except when disclosure is authorized by TLC 's CEO or required by laws or regulations. Confidential information includes all nonpublic information that,if disclosed, might be of use to competitors, or harmful to TLC or others with whom TLC does business. It also includes non-public information that vendors, contractors, customers and other companies have entrusted to TLC .Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as, production and marketing plans, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of TLC policy. Such information is to be used solely for TLC purposes and never for the private gain of a vendor, contractor or any TLC third party. The obligation to preserve and protect confidential or proprietary information continues even after the relationship ends with TLC .

7. Protection and Proper Use of Company Assets
TLC 's assets should be used only for the legitimate business purposes of TLC . Vendors and contractors should endeavor to protect TLC 's assets and ensure their proper and efficient use. Protecting TLC 's assets against loss, theft and misuse is everyone's responsibility. As a TLC vendor or contractor, if you become aware of the theft or misuse of TLC 's assets, immediately report the matter to your TLC contact or report using the procedures described below in Section 9 (Reporting Procedures) below.

8. Competition and Fair Dealing
TLC seeks to outperform our competition fairly, honestly and in full compliance with applicable laws, including antitrust laws. TLC seeks competitive advantages through superior performance, never through unethical or illegal business practices. Vendors and contractors should respect the rights of, and deal fairly and honestly with, TLC 's customers, vendors, contractors, competitors and employees. No TLC vendor or contractor should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealing practice.


Antitrust Laws-
Antitrust laws are designed to ensure a fair and competitive free market system. TLC will comply with all applicable antitrust laws. Some of the most serious antitrust offenses occur between competitors, such as agreements to fix prices. Therefore, it is important for vendors and contractors to avoid discussions with TLC 's competitors, on behalf of TLC , regarding:

• Financial data (operating results, capital plans and expenditures, budget, etc.);
• Business forecasts and financial analyses;
• Development plans and strategies;
• Business programs, policies, plans, manuals, strategies and methods of operations;
• Customer and supplier lists and identity of outside consultants as well as customer identities and other basic customer information;
• Information obtained during the course of vendor's/contractor's business relationship with TLC about another company, supplier or customer;
• Marketing and advertising plans, programs, strategies, analyses and research; and
• Pricing and product programs, plans, strategies, analyses and research.

If you believe a conversation with a competitor enters an inappropriate area, end the conversation at once and consult TLC 's CEO.

Unauthorized Taking or Use of Information
The unauthorized taking or use of proprietary information from other companies, possessing trade secret information that was obtained without legal authority, or inducing such disclosures by past or present employees of other companies is prohibited.

9. Reporting Procedures
TLC 's vendors and contractors have the responsibility to report violations of TLC 's Business Ethics Policy or other conduct relating to TLC 's business that they suspect may be unethical or in violation of the law. To report a suspected compliance violation or when in doubt about the best course of action to take in a particular situation is, please:

• Talk to your contact at TLC or to TLC 's CEO or COO

All such communications will be kept confidential and forwarded directly to the appropriate party, as applicable

TLC Nursing Associates, herein referred to as the "Company," has established the following Code of Ethics for its Principal Executive Officer, Senior Financial Officers and all other Principal Executive Officers and Managers (collectively, the "Senior Officers") to ensure the continuing integrity of financial reporting and transactions to protect the interest of its shareholders, customers, employees and all those with which the Company conducts business. The Company's Senior Officers are required to conduct their personal and professional conduct consistent with the guidance of ethical and professional standards set forth herein.

APPLICATION

For the purposes of this Code of Ethics, Senior Officers shall include, but not necessarily be limited to the Company's:

• President and/or Chief Executive Officer
• Chief Operating Officer
• Director of Human Resources
• Director of Sales
• Director of Business Development

The use of the term "Senior Officer" also includes, without limitation, each of the above positions and all other principal executive officers and managers of the Company and its subsidiaries. Should any irregularities or breaches of this Code of Ethics be observed by any Senior Officer, they are required to report such irregularities or breaches to its Chief Executive Officer.

SUMMARY OF GUIDING PRINCIPLES

All Senior Officers shall serve the Company's shareholders, customers and employees with an unwavering commitment to the ethical practice of management in all legal and moral matters. As a condition of employment, all Senior Officers shall at all times, in performing their professional services:

• Act with integrity, and in a lawful manner.
• Not knowingly misrepresent material facts.
• Establish and support principles and procedures, which seek the highest and best use of resources yielding continually accurate, timely and understandable information, and full disclosure of financial and operating conditions.
• Avoid all possible conflicts of interest in personal and in professional relationships.
• Act in good faith, responsibly, with due care, competence and diligence.
• Ensure accurate recordation and maintenance of all material files adhering to full compliance with the Company's Record retention policy.
• Ensure continuing education and share knowledge among peers to ensure maximum knowledge of best practices, laws. regulations and core skills that are required of or enhance the financial and operating performance of the Company.
• Observe discretion regarding confidential information and personal relationships.
• Employ,reward and recognize accomplishments without regard to race, personal background,sex or religious practice.
• Ensure all information provided to shareholders, regulatory bodies, employees and the general public is credible, and accurate in all material respects.
• Ensure responsible use of and control over the Company's assets.
• Be recognized as a responsible partner within the communities the Company serves, among peers, among those with which the Company conducts business, among customers and in society.

BASIC STANDARD OF ETHICS

Senior Officers shall observe the highest standards of ethical conduct. In the performance of their duties, they shall protect and foster shareholder value through fair dealings, complete honesty and full disclosure. Senior Officers shall maintain the highest standards of integrity, both in the workplace and outside the workplace, fully observing all laws and applicable regulations. Senior Officers shall ensure full compliance with the Sarbanes-Oxley Act of 2002 and all existing and future securities legislation, as well as full compliance with corporate governance requirements of the NASD or any exchange upon which the Company may in the future trade its stock. Senior Officers shall in all cases ensure full and honest disclosure of the Company's financial and operating conditions as required by law and NASD mandate. They shall be responsible for and ensure the security of confidential information related to the Company.

CONFLICTS OF INTEREST

Senior Officers shall avoid all conflicts of interest. A "conflict of interest" exists any time a Senior Officer faces a choice between what is in his or her personal interest (financial or otherwise) and the interest of the Company. When a conflict of interest arises, it's important that each Senior Officer acts with great care to avoid even the appearance that his or her actions were not in the best interest of the Company. If a Senior Officer is in a position where his or her objectivity may be questioned because of individual interests or family or personal relationships, the Senior Officer shall immediately notify the Chief Executive Officer and the Audit Committee for guidance.

OWNERSHIP INTERESTS

The Company's Senior Officers are excluded from transacting business with the Company through any company they own all or partial interest or in which an immediate family member owns all or partial interests. Immediate family shall include spouse, children, parents, siblings, in-laws, and grandparents. If a Senior Officer is aware of an extended family member (all non immediate family members) who has an interest in a firm which does or wishes to transact business with the Company, the Senior Officer should notify the Chief Executive Officer for determination of potential conflicts and guidance. In any instance, regardless of a family or non-family relationship with a vendor, it is illegal and unacceptable for any Senior Officer to receive any form of compensation or value as a result of the Company's Transacting business with any person or firm. In all purchasing and business relationships, the Senior Officer is obligated to keep the Company's interests first in mind.

PERSONAL FINANCES

Senior Officers are required to ensure that their personal finances and personal financial dealings are prudent and in no manner shall have a negative impact on the Company or place the Senior Officer in a potential compromising position as it relates to the Company's best interest.

OUTSIDE INTERESTS AND DIRECTORSHIPS

Senior Officers who hold interests in another company must make certain they cause no conflicts of interest or potential negative impact on the confidence that shareholders, customers and the public have in the Company. This means such Senior Officers may not serve as an officer, director, partner or consultant for other organizations if such activity:

• Interferes with the Senior Officer's ability to act in the best interests of the Company;
• Requires the Senior Officer to use proprietary, confidential or non-public information, procedures, plans or techniques of the Company;
• Competes with the Company and/or its subsidiaries; or
• Creates any appearance of impropriety.

The Company's CEO and management fully support Senior Officers' involvement in and contribution to not for-profit and charitable activities. Senior Officers must report to the Chief Executive Officer any existing or potential director positions they hold or wish to hold on not-for-profit and charitable organization boards. The CEO and COO shall make its determination as to the potential for material conflicts and shall authorize or deny such director participation by a Senior Officer. Should a Senior Officer at the time of adoption of this Code of Ethics serve on the board of directors of a not-for-profit or charitable organization, he or she should immediately seek approval and guidance from the CEO and COO. Should the CEO/COO approve such volunteerism, Senior Officers are required to remain vigilant to ensure no conflicts of interest arise and that the best interests of the Company serve as the guiding influence. Senior Officers are precluded from making decisions concerning contributions to philanthropic organizations on which they serve as a member of the Board or a volunteer. All contributions shall be solely sanctioned by the CEO. Senior Officers shall seek approval for any "outside" activity before accepting such a position. Officers are required to submit a formal written request and all relevant facts to the CEO.


LOANS

The Company prohibits the loan, in any form, of money to SeniorOfficers, including a prohibition against the guarantee of a loan. The prohibition of loans shall include, the personal use of Company issued credit cards and split dollar life insurance policies. The absence of mention of a specific form of a loan in the Code of Ethics does not imply its approval.

GIFTS, MEALS, SERVICES and ENTERTAINMENT

Senior Officersshall not request or accept anything that might be used as a means of influence, or even appear to influence, such person's actions. Senior Officers may not accept gifts valued greater than $100. Senior Officers may not accept any meals, entertainment or services valued greater than $100 from any firm that does or may do business with the Company.

SAFEGUARDING COMPANY ASSETS / ACCURACY OF BOOKS AND RECORDS

The Company's Senior Officers must ensure the maintenance of internal controls to provide guidance and overall protection of Company assets and financial integrity. The controls are based upon the following principles.

Senior Officers May Not:
• Make personal use of company assets which create any additional costs for, interferes with work duties or violates any company policies;
• Allow company property to be used to help carry out illegal acts;
• Manipulate financial accounts, records or reports for personal gain; and
• Maintain off-the-book accounts to facilitate questionable or illegal payments.

Senior Officers Must:
• Prepare budget proposals with accurate information;
• Maintain books, accounts and records according to generally accepted accounting principles, using enough detail to reflect accurately and fairly Company transactions;
• Record transactions accurately and in a timely manner, so that no misleading financial information is created (These transactions include income, expense, indebtedness, obligation, reserves and acquisition or disposition of assets, etc.);
• Establish internal financial controls that are documented, stored in multiple locations and reviewed for their integrity and application quarterly by Senior Officers before submission of quarterly SEC filings. Should any irregularities, noncompliance with internal controls or abuses be observed, the observing SeniorOfficershould report such directly to the Chief Executive Officer and Audit Committee;
• Review internal financial controls at least every ninety days to ensure their integrity and report any deficiencies to the Chief Executive Officer and Audit Committee for immediate correction; and
• Ensure a broad knowledge of the Company's operating condition, ensuring full and honest disclosure of all material aspects and reporting such in Management's Discussion and Analysis Section of the Company's periodic reports and filings.

BRIBERY, KICKBACKS AND OTHER IMPROPER PAYMENTS

The Company's Senior Officers shall maintain high ethical and professional standards in dealings with government officials and members of the private sector. Senior Officers should adhere to the following guidelines.

• Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, with the intent to induce favorable business treatment or to improperly affect business or government decisions.
• Document any entertainment of and gifts to customers and potential customers in accordance with the Company's Corporate Control Policies. Just as Senior Officers should not accept gifts of value from vendors, government officials, labor organizations and others, Senior Officers should not give any gifts or provide entertainment that is not consistent with high integrity and sound business practices.
• Pay special attention to the treatment of public officials and employees of governmental agencies whose conduct with respect to gifts and meals is controlled by laws and regulations which must be complied with at all times. These laws and regulations are complex and can vary from state to state and country to country.

USE AND SELECTION OF AGENTS

Senior Officers shall engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable in relation to the services performed. The engagement should be formalized in a written contract. The Company requires its Senior Officers, employees and agents alike to conduct business with integrity and ignorance of that standard is never an acceptable excuse for improper behavior, nor is it acceptable for improper behavior to be rationalized as being in the Company's best interest.

USE OF COMPUTER RESOURCES

The Company invests in and uses computer resources (computer hardware, software, supporting infrastructure, network connections and telecommunications equipment) to advance its business strategy and objectives. Unless prohibited by local law, the use of this technology, including electronic mail and the Internet, is subject to monitoring by the Company.

• Computer software (computer programs, databases and related documentation) whether purchased from a supplier or developed by the Company is protected by copyright and may also be protected by patent or as a trade secret. Senior Officers are expected to strictly follow the terms and conditions of the license agreements, including provisions not to copy or distribute materials covered by these agreements. These protected materials may not be reproduced for personal use.
• Use of the Internet, Intranet and electronic mail should be in support of and to advance the Company's business success. Any personal use of these technologies should not create additional costs for, interfere with work duties or violate any Company policies, including information management policies related to defamatory, offensive or threatening messages, gambling, pornography, viruses, chain letters, executable "ready to run" files, "hacking," etc.

CONFIDENTIAL AND PROPRIETARY INFORMATION

Senior Officers shall be aware that all information, including electronic information that is created or used in support of Company business activities is the property of the Company. Information is a valuable asset and Senior Officers are expected to protect it from unauthorized disclosure. This applies to Company, customer, supplier, business partner and employee data. Laws which protect Company assets and contractual arrangements between the Company and its customers, suppliers or business partners may restrict the use of such confidential and proprietary information and impose both corporate and personal liabilities for impermissible use or disclosure.

• In the course of business the Company has access to information regarding customers and employees which must be treated as confidential to protect individuals' privacy rights.
• Senior Officers may use confidential and proprietary information for business purposes only. Each Senior Officer should ensure information within his or her operating organization is appropriately labeled confidential and is handled appropriately. If a Senior Officer is uncertain as to some information's confidentiality, consult with the CEO.
• Senior Officers shall not disclose confidential or proprietary information to individuals (including other employees) who do not have a business need to know the information. They shall not assist anyone in gaining access to confidential information without authorization.

BRAND MANAGEMENT AND INTELLECTUAL PROPERTY

The Company's name, logo, inventions, processes and innovations are all valuable assets of the Company and are part of its brand management efforts. These assets are called "intellectual property," and their protection is vital to the success of the Company's business. Senior Officers must respect the intellectual property rights of third parties. Violation of others' intellectual property rights may subject both an employee and the Company to substantial liability, including criminal penalties.

Copyrights protect works like articles, drawings, photographs, video, music, audiotapes and software and generally prohibit unauthorized copying or downloading of these works.

• Do not copy these materials without first determining that the Company has obtained permission from the copyright holder or that other limited copying is legally permitted.
• Should questions arise, consult with Corporate Counsel.
• Do not copy or distribute software or related documentation without reviewing the license agreement.

Trademarks and service marks are words, names and symbols which help consumers recognize a product or service and distinguish it from those of competitors. The Company's Name and logo are among the Company's most valuable assets. The use of the Company's trademarks or service marks must be properly authorized or licensed.

• Do not use a third party's trademark or service mark without permission.

A trade secret is valuable information that creates a competitive advantage for the Company by being keptsecret. Examples include information about customers, and financial, planning, marketing and strategic information about the Company's current and future business plans.

• Treat as trade secrets and keep confidential all commercially sensitive and important business information of the Company and all similar information of other companies and persons that the Company has received under a confidentiality agreement. I

Intellectual property that a Senior Officer creates during the course of his or her employment belongs to the Company. Senior Officers must share any innovations or inventions they create during the course of their employment with the Chief Executive Officer so that the Company can take steps to protect these valuable assets.

MEDIA AND PUBLIC INQUIRIES

Senior Officers shall not divulge or "leak" any unauthorized information to the media or others. Unless the Senior Officer's job duties specifically include responding to outside inquiries, all inquiries shall be referred to the Chief Executive Officer. They shall:

• Refer all inquiries from regulatory agencies to the Chief Executive Officer and/or Chief Operating Officer;
• Refer all inquiries from the news or trade media to the Chief Executive Officer; and
• Refer all inquiries about current or former employees to the Director of Human Resources.

HEALTH AND SAFETY

The Company highly values the health and safety of its employees and customers. To meet the Company's standards, each Senior Officer shall personally follow and vigilantly promote all employees to:

• Conduct all work in conformance with the Company's health and safety policies and standards. • Conduct operations in a manner that meets applicable health and safety laws,regulations, permits and other requirements, such as those dealing with employee and public safety and work conditions.
• Follow instructions on health and safety laws, regulations and hazards, and apply training to protect one's self, others and the environment.
• Abide by the requirements of the Company's employee related policies.While on the Company's premises or engaged in Company's business, Senior Officers shall not threaten or injure other persons, or possess or use firearms.
• Follow the requirements of the Company's alcohol and drug-free workplace policy.

Senior Officers shall ensure their personal fitness, duties, and work environments are safe. Senior Officers shall not unlawfully use, possess, sell or transfer illegal drugs, narcotics or alcohol either on or off the job.

EQUAL EMPLOYMENT OPPORTUNITY

The Company seeks diversity in its employees, respects their differences and encourages and recognizes contributions of individuals. Senior Officers shall comply with all local laws concerning discrimination and equal opportunity. The Company does not tolerate discrimination in its workplace or against its employees. Senior Officers shall recruit,select, train and pay based on merit, experience and other work related criteria.

HARASSMENT IN THE WORKPLACE

The Company's Senior Officers shall be committed to maintaining a work environment where employees can perform their assigned duties and responsibilities without being harassed, and Senior Officers will take appropriate action if harassment occurs. Harassment (generally meaning any offensive action which singles out an employee to the detriment or objection of that employee because of race, sex, religion, national origin, age, disability, etc.) covers a wide range of conduct, including unwelcome behavior of a sexual nature and racial slurs.

? Senior Officers shall not allow harassment of any kind in the workplace to be tolerated.
? Senior Officers are expected to report all incidents of suspected harassment to the Chief Executive Officer and/or Director of Human Resources.
? Senior Officers shall ensure all claims of harassment are promptly and thoroughly investigated in as confidential a manner as possible.

FAIR COMPETITION

Senior Officers shall follow fair competition standards to ensure full, effective and fair competition and, in particular, to protect customers from unfair or anti-competitive behavior. It is the Company's policy not only to adhere strictly to the fair competition standards that are a matter of law, but also to conduct Company affairs with the highest moral, legal and ethical principles consistent with the spirit of these laws.

REGULATORY COMPLIANCE

Senior Officers shall at all times ensure full compliance with all applicable laws, rules and regulations. Should any questions exist relative to full compliance, the Senior Officer should contact Corporate Counsel for guidance

Equal Employment Opportunity (EEOC) has been and will continue to be a fundamental principle at TLC Nursing where employment is based upon personal capabilities and qualifications without discrimination because of race, color, religion, sex, sexual orientation, sexual identity, age, origin, disability, genetic information, veteran status, political affiliation, or any other protected characteristic as established by law.

TLC Nursing prohibits and will not tolerate any discrimination or harassment of any person based on any protected characteristic.

This policy of Equal Employment Opportunity applies to all policies and procedures relating to recruitment and hiring, compensation, benefits, work assignments, termination and all other terms and conditions of employment. The Human Resources Department has overall responsibility for this policy and maintains reporting and monitoring procedures. Employee questions or concerns should be referred to the Human Resources Department.

Appropriate disciplinary action may be taken against any employee violating this policy, leading up to or including termination.

TLC Nursing Associates is committed to guarantee a clean, safe and healthy workplace for its employees and to preserve the environment of the communities it serves by monitoring and mitigating any undesired effect of its business activities. We firmly believe a safe and sustainable environment is vital for the enjoyment of all human rights and endorse the right to clean water as a fundamental entitlement.

This policy applies to TLC Nursing Associates and its wholly owned subsidiaries and governs the organization’s operations and supply chain. The policy is overseen by TLC Nursing Associates’s Chief Executive Officer.

Environmental Strategy

TLC Nursing Associates’s environmental strategy consists of the:

• Development and expansion of an environmental policy that reflects the organization’s commitment.
• Observance of legal requirements and adoption of best environmental practices.
• Identification of salient risks that the business activities and partnerships pose to the environment.
• Scrutiny and disclosure of use of water and energy (renewable/non-renewable sources) and generation of waste and carbon emissions.
• Engagement of strategic stakeholders and suppliers to continuously improve the efficiency and sustainability of business activities.
• Assembly of an Environmental Committee tasked with fostering a culture of environmental responsibility among employees, vendors, contractors, suppliers and customers.
• Launch of environmental objectives, targets and programs.
• Review of the established environmental program and assessment of its progress and need for adjustments.

Salient RisksThat Pose a Threat to the Environment

The core of TLC Nursing Associate.’s business is total talent management including strategic workforce solutions, contingent staffing, permanent placement and consultative services for healthcare customers. Our organization does not conduct any form of raw material extraction, processing or manufacture of materials or products, and it does not utilize hazardous materials or generate hazardous waste. Nonetheless, we acknowledge that certain areas of our business activities have an impact on the environment and identify the following salient risks:

• Energy and water use. Energy and water are required to support the facilities and office equipment utilized by TLC Nursing Associates headquarters and remote workforce.
• Waste output. Waste output is mainly derived from the use of energy, water, office supplies and electronics.
• Emissions resulting from travel and commute. TLC Nursing Associates employees travel to worksites all around the United States and corporate employees commute to headquarters, when not working remotely.

TLC Nursing Associates is committed to regularly monitor and review new risks and opportunities related to our environmental footprint.

Environmental Program

Our environmental program aims to:

• Build sustainability into our operations
• Minimize generation of waste materials and recycle when feasible • Use water and energy responsibly and reduce energy use to mitigate carbon emissions
• Ensure consultation and engagement with our suppliers, vendors and partners
• Instill an environmental respect culture across our organization, raising awareness of opportunities to reduce environmental impacts within and beyond the workplace
• Mitigate natural disaster impacts related to climate change

Disclosure and Transparency

We are steadfast in the communication and disclosure of our environmental impact and engagement efforts. We firmly believe that ongoing measurement, assessment, and transparency will lead to mitigation of our environmental impact.

Stakeholder Engagement

We aim to integrate environmental considerations into our business processes and encourage our vendors, suppliers and partners to act accordingly. We recognize the importance of empowering employees to be agents of change in the workplace and in their communities.

TLC Nursing Associates is committed to the protection of our employees, both corporate and Healthcare Professionals, our work environment, and environmental footprint. Our mission; Cultivating meaningful relationships by bringing the best people together through providing qualified healthcare professionals to support your unique staffing needs., anchor us in all business decisions and strategies. We do this by providing a safe and healthy workplace, a continuous review of all environmental impacts from our vendor business partners, ensuring that we are using safe and environmentally conscious business practices which are in line with those core values.

Environmental, health and safety objectives are set by our executive management team, communicated to our employees throughout the year, with directives on:

• Creating a happy, healthier, and more productive workplace for our employees, who are fully empowered and involved with our health and safety practices.
• Our commitment to our healthcare professionals with open communications for them to discuss or report any health and safety concerns.
• We partner with our corporate vendors to ensure that they are engaged and committed to our environmental practices, regarding e-waste disposal, safety equipment, green products, and are in line with our core values as they conduct contracted services on our behalf.
• A high priority for the company, employees, and business vendor partners, is the responsible waste reducing practices where we identified new approaches to reducing environmental footprint impact.
• Taking ownership in reporting any potential risks to employee health and safety by conducting surveys, accessible resources for employees to alert management of any improvements identified for safety and health concerns.
• Communicating with employees and giving them the tools necessary to be part of our environment, health and safety practices ensures our core values are being met at every level.
• Conducting routine monitoring of all business partners for their accountability to our policies.
• Including all mergers and acquisitions into our core values and our EHS Policy.

We continue to regularly communicate to our employees to make good decisions regarding our environment in disposing of waste, saving energy and water, making note of all health and safety procedures, and encourage them to make this a daily practice as part of their connection to TLC Nursing Associates. These policies and practices apply to all employees, with leadership taking an active role in communicating, practicing, and promoting a safe and healthy workplace.

TLC Nursing Associates is committed to ensuring work conditions that enable employees to thrive by promoting an environment that is healthy, safe and abides by fundamental entitlements. We foster a sound, respectful, fair, and inclusive workplace and condemn all forms of unlawful and inappropriate conduct such as violence, discrimination, intimidation, harassment and any behavior that creates a hostile or coercive work environment.

Respect for Human and Labor Rights

Respect for human rights is a core value of TLC Nursing Associates. We strive to respect and promote human rights in accordance with the UN Guiding Principles on Business and Human Rights in our relationships with our employees, healthcare professionals, clients, suppliers, and vendors. Our aim is to help increase the enjoyment of human rights within the communities in which we operate.

This Policy is guided by international human rights and labor principles encompassed by the International Labor Organization’s 1998 Declaration on Fundamental Principles and Rights at Work, always subject to our Commitment to comply with the laws and regulations of the jurisdictions in which we operate.

This policy applies to TLC Nursing Associates and its wholly-owned subsidiaries, its suppliers, vendors, and partners. To guarantee respect of human rights, we endeavor to perform appropriate due diligence to prevent, mitigate, identify, and address any undesired impact on human and labor rights in relation to our operations and chain of supply. We are equally invested in disclosing our efforts in this domain.

The Human Rights Policy is overseen by TLC Nursing Associates’s Senior Management including its Chief Executive Officer.

Community and Stakeholder Engagement

We recognize that we are part of the communities in which we operate. Our aim is to ensure through dialogue that we are listening to, learning from, and considering views as we conduct our business. We believe that local issues are most appropriately addressed at the local level. Where appropriate, we engage with a range of stakeholders on human rights issues related to our business. This includes issues in our Company and across our value chain.

Diversity and Inclusion

We value and advance the diversity, inclusion, and equality of the people with whom we work. We are committed to equal opportunity and are intolerant of discrimination and harassment. We work to maintain workplaces that are free from discrimination or harassment on the basis of race, sex, color, national or social origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, political opinion or any other status protected by applicable law. The bases for recruitment, hiring, placement, development, training, compensation, and advancement at the Company are qualifications, performance, skills, and experience.

We do not tolerate disrespectful or inappropriate behavior, unfair treatment, or retaliation of any kind. Harassment is not tolerated in the workplace and in any work-related circumstance outside the workplace.

Safe and Healthy Workplace

TLC Nursing Associates aims to provide and maintain a healthy and safe working environment by eliminating hazards, reducing health and safety issues and raising awareness on health and safety risks related to our business activities. We abide by safety and health laws and regulations and work in consultation with our employees, by addressing and remediating identified risks of accidents, injury and health impacts.

Our comprehensive health and safety program goes beyond the workplace as we partner with employees to achieve both their physical and mental wellbeing. We endeavor to educate on health topics, create awareness, encourage, and facilitate health screening and offer a wealth of resources including support hotlines.

TLC Nursing Associates remains vigilant of any natural disaster, wide spreading disease, hazard, or other disruption that could jeopardize the health and safety of its workforce. The Human Resources Department and Facilities team are tasked with developing tailored programs to identify, prevent and mitigate any related risks.

Workplace Security

We are committed to maintaining a workplace that is free from violence, harassment, intimidation and other unsafe or disruptive conditions due to internal and external threats. Security safeguards for employees are provided, as needed, and are maintained with respect for employee privacy and dignity.

Forced Labor and Human Trafficking

We prohibit the use of all forms of forced labor, including indentured labor, bonded labor, military labor, modern forms of slavery and any form of human trafficking. Human Rights and fundamental freedoms of all individuals must be advanced, nonetheless, we strive to raise awareness and promote the enjoyment of human rights of minorities, women and vulnerable groups and individuals whose particular circumstances subject them to exploitation or the abuse of their rights.


Child Labor

We prohibit the hiring of individuals that are under 18 years of age for positions in which hazardous work is required or where such employment is otherwise prohibited by law.

Work Hours, Wages and Benefits

We work to ensure full compliance with applicable wage, work hours, overtime, and benefits laws. We compensate employees competitively relative to the industry and local labor market, and in accordance with terms of any applicable collective bargaining agreements.

Healthy Lifestyles

We are committed to providing information and programs to our employees to allow them the opportunity to achieve a healthy lifestyle.

Guidance and Reporting for Employees

We strive to create workplaces in which open and honest communications among all employees are valued and respected. The Company is committed to compliance with applicable labor and employment laws wherever we operate. The Company also ensures employees are aware of the Human Rights Policy through training and an annual certification process.

Any employee who believes a conflict arises between the language of the policy and the laws, customs and practices of the place where he or she works, or who has questions about this policy or would like to confidentially report a potential violation of this policy, should raise those questions and concerns with local management or Human Resources. The Company will investigate, address, and respond to the concerns of employees and will take appropriate corrective action in response to any violation. The Human Rights Policy is aligned with the Company’s Code of Business Conduct. This policy can be found via the Company’s intranet website.

Salient Human Rights Risks/Risk Prevention and Mitigation

We acknowledge that salient risks that our activities and business relationships pose on human rights are related to workplace health and safety and fair and equitable pay and conditions of employment. TLC Nursing Associates has developed policies to drive health and safety values through its operations. Policies are applicable to vendors, suppliers and partners. The department of Human Resources is tasked with monitoring health and safety issues and implementing support programs to address specific concerns in these areas. All employees are required to attend safety training, healthcare workers are required to complete pre-employment training on occupational hazards and safety. TLC Nursing Associates and its subsidiaries are bound to review compensation packages across the enterprise on a regular basis to make sure the packages are fair and competitive.

TLC Nursing Associates is committed to protecting its employees, partners, clients and TLC Nursing Associates from damaging acts that are intentional or unintentional. In achieving this goal, TLC Nursing Associates has an enterprise-level, Information Security program that includes policies, standards, controls, employee training and awareness, incident reporting, and reviews, that is geared towards mitigating the risk of loss and / or misuse of our critical information assets and helping prevent disruption of our business operations. TLC Nursing Associates’s Information Security program was created using guidelines from The National Institute of Standards and Technology (NIST) and is aligned to the NIST SP 800-53 r5, Security and Privacy Controls for Information Systems and Organizations.

Organization and Governance

TLC Nursing’s CEO is dedicated (along with other team members) to leading enterprise-wide information security strategy, policy, standards, and processes. The CEO and team members work across all business units within the Company to protect TLC Nursing Associates, its brand, employees, and customers against cybersecurity risks. The CEO and team members take great efforts to implement information security and privacy compliance programs that are aligned with company strategy and supportive of the organizations’ Information Security and Privacy Policies.

Program Overview

TLC Nursing Associates is committed to protecting its employees, partners, clients and TLC Nursing Associates from damaging acts, whether intentional or unintentional. Effective information security and privacy is a team effort involving the participation and support of every TLC Nursing Associates user who interacts with data and systems. Therefore, all users need to be aware of all policies, Standards, Procedures, and Guidelines, and to conduct their activities accordingly. This information, along with other critical security content is communicated to all users as a part of our ongoing Security Awareness program.

The security of systems includes controls and safeguards to offset possible threats, as well as controls to ensure availability, integrity, and confidentiality of the data:
• Confidentiality – preserving restrictions on information access and disclosure so that access is restricted to only authorized users and services.
• Integrity – ensuring that sensitive data has not been modified or deleted in an unauthorized and undetected manner.
• Availability – ensuring timely and reliable access to and use of information.

Security measures are taken to guard against unauthorized access to, alteration, disclosure or destruction of data and systems. This also includes against accidental loss or destruction.
Policies, Standards, Procedures and Guidelines

TLC Nursing Associates Inc.’s Information security documentation is comprised of four main parts:

• Core policies
• Measurable standards used to quantify the requirement
• Procedures that must be followed
• Guidelines that are recommended, but not mandatory.
• The TLC Nursing Information Security policy addresses the following specific policy areas:
• Security and Compliance Program Management
• Assessment, Authorization, and Monitoring Policy
• Security Planning
• Risk Assessment
• Awareness & Training (with a minimum of one mandatory training each year, and various ongoing awareness exercises throughout the year).
• Configuration Management
• Contingency Planning
• Incident Response
• Systems Maintenance
• Media Protection
• Personnel Security
• Physical & Environmental Protection
• System & Information Integrity
• Access Control
• Audit & Accountability
• Identification & Authentication
• System & Communication Protection
• Data Classification and Handling
• Supply Chain Risk Management

TLC Nursing Associates works to create mutually beneficial business relationships with diverse suppliers that strengthen the communities in which we operate. We are committed to developing mutually beneficial relationships with small, minority-owned, women-owned, disadvantaged/disabled, veteran owned and LGBTQA business enterprises. The primary goal of TLC Nursing’s Diversity Program is to provide opportunities to diverse suppliers that satisfy our procurement and contractual standards. Secondarily, it supports our customers in achieving their own corporate diversity goals.

TLC Nursing’s Procurement department is encouraged to identify and include diverse suppliers and service providers in the procurement process. Diverse suppliers that demonstrate the ability to add value, provide high-quality goods and services that are competitively priced, reliable, and aligned with our strategic business model may be included in our sourcing and procurement process. This policy reflects TLC Nursing’s desire to create opportunities for suppliers to market their products and services to TLC Nursing and to encourage TLC Nursing to offer opportunities to such suppliers.

Responsibilities

The Procurement department will identify and encourage departments to explore opportunities to identify small, minority-owned, women-owned, disadvantaged/disabled, veteran-owned and LGBTQA business enterprises to compete for business and from whom to obtain goods and services whenever possible.

Procedures

The procurement department will participate with global, national, regional and local initiatives in order to maintain awareness of resources and will encourage diversity suppliers to meet with TLC Nursing employees to review product/service specifications, and review supplier qualifications including licenses, certification, and insurance requirements as appropriate.

Our objectives include:

• Actively seeking out certified diverse suppliers that can provide competitive, high-quality goods and services whose business model is aligned with our business strategy.
• Ensuring the inclusion of diverse suppliers as a part of our strategic sourcing and procurement processes.
• Communicating the value of supplier diversity both internally and externally to all stakeholders. • Leveraging our supplier diversity results to meet our corporate customers’ supplier diversity requirements.

TLC Nursing’s Supplier Diversity Program aims to achieve corporate diversity goals while enabling the growth of diverse businesses in our communities. We strive to create vendor–buyer relationships that allow diverse organizations to continue to develop, while offering quality products at competitive prices.