In re: High-Tech Employee Antitrust Litigation

Filing 278

MOTION to Compel Google Documents [REDACTED] filed by Michael Devine, Mark Fichtner, Siddharth Hariharan, Brandon Marshall, Daniel Stover. Motion Hearing set for 2/26/2013 10:00 AM in Courtroom 5, 4th Floor, San Jose before Magistrate Judge Paul Singh Grewal. Responses due by 1/30/2013. Replies due by 2/6/2013. (Attachments: #1 Declaration of Dean M. Harvey in Support of Plaintiffs Motion to Compel and Plaintiffs Motion to Shorten Time, Exhibits A-O [REDACTED], #2 Proposed Order Granting Plaintiffs' Motion to Compel Google Documents)(Harvey, Dean) (Filed on 1/16/2013)

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Richard M. Heimann (State Bar No. 63607)
Kelly M. Dermody (State Bar No. 171716)
Eric B. Fastiff (State Bar No. 182260)
Brendan Glackin (State Bar No. 199643)
Dean Harvey (State Bar No. 250298)
Anne B. Shaver (State Bar No. 255928)
Lisa J. Cisneros (State Bar No. 251473)
LIEFF CABRASER HEIMANN & BERNSTEIN, LLP
275 Battery Street, 29th Floor
San Francisco, CA 94111-3339
Telephone: [phone]
Facsimile: [phone]

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Joseph R. Saveri (State Bar No. 130064)
Lisa J. Leebove (State Bar No. 186705)
James G. Dallal (State Bar No. 277826)
JOSEPH SAVERI LAW FIRM
505 Montgomery Street, Suite 625
San Francisco, CA 94111
Telephone: [phone]
Facsimile: [phone]

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Interim Co-Lead Counsel for Plaintiff Class
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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN JOSE DIVISION

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IN RE: HIGH-TECH EMPLOYEE
ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL ACTIONS

MASTER DOCKET NO. 11-CV-2509-LHK
DECLARATION OF DEAN M. HARVEY
IN SUPPORT OF PLAINTIFFS’ MOTION
TO COMPEL AND PLAINTIFFS’
MOTION TO SHORTEN TIME
Date:
Time:
Courtroom:
Judge:

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February 26, 2013
10:00 a.m.
5, 4th floor
Honorable Paul S. Grewal

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1075526.1

DECLARATION OF DEAN M. HARVEY
MASTER DOCKET NO. 11-CV-2509-LHK

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I, Dean M. Harvey, declare:

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1.

I am an associate in the law firm of Lieff Cabraser Heimann & Bernstein, LLP,

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interim Co-Lead Counsel for Plaintiffs and the proposed Class. I am a member of the State Bar

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of California, and am admitted to practice before the United States District Court for the Northern

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District of California. I make this declaration based on my own personal knowledge. If called

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upon to testify, I could and would testify competently to the truth of the matters stated herein.

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2.

Attached hereto as Exhibit A is a true and correct copy of 231APPLE002140.

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3.

Attached hereto as Exhibit B is a true and correct copy of 231APPLE073139.

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4.

Attached hereto as Exhibit C is a true and correct copy of GOOG-HIGH TECH-

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00009764.

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5.
00056790.

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6.

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8.

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Attached hereto as Exhibit H is a true and correct copy of Google’s January 7,

2013 privilege log concerning the documents of former CEO Eric Schmidt.

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Attached hereto as Exhibit G is a true and correct copy of Google’s January 7,

2013 privilege log concerning the documents of HR executive Shona Brown.

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Attached hereto as Exhibit F is a true and correct copy of Google’s December 28,

2012 privilege log concerning the documents of HR executive Laszlo Bock.

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Attached hereto as Exhibit E is a true and correct copy of GOOG-HIGH-TECH-

00248336.

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Attached hereto as Exhibit D is a true and correct copy of GOOG-HIGH TECH-

10.

Attached hereto as Exhibit I is a true and correct copy of letter from Google’s

counsel to Plaintiffs’ counsel, dated November 29, 2012.

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11.

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00057458.

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12.

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00210242.

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13.

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00210247.
1075526.1

Attached hereto as Exhibit J is a true and correct copy of GOOG-HIGH TECH-

Attached hereto as Exhibit K is a true and correct copy of GOOG-HIGH-TECH-

Attached hereto as Exhibit L is a true and correct copy of GOOG-HIGH-TECH-

-1-

DECLARATION OF DEAN M. HARVEY
MASTER DOCKET NO. 11-CV-2509-LHK

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14.

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00210276.

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Attached hereto as Exhibit M is a true and correct copy of GOOG-HIGH-TECH-

Attached hereto as Exhibit N is a true and correct copy of “Integrity Without

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Compromise: Intuit Code of Conduct and Ethics” (Jan. 22, 2008), available at

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http://web.intuit.com/about_intuit/investors/corporate_gov/downloads/code_of_conduct.pdf.

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16.

After months of negotiations among Plaintiffs, Google, and Intuit, Google and

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Intuit agreed to schedule the following four depositions: Laszlo Bock, Google HR executive, for

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January 10, 2013; Shona Brown, Google HR executive, for January 30, 2013; Bill Campbell,

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Intuit Chairman and Apple Board member, for February 5, 2013; and Eric Schmidt, Google’s

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former CEO, for February 21, 2013.

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17.

On December 28, 2012 (the Friday between the Christmas and New Year’s

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holidays), Google produced a privilege log concerning Laszlo Bock’s documents. On January 7,

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2012, Google produced a privilege log concerning Shona Brown’s documents. Also on January

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7, Google produced a privilege log for Eric Schmidt.

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18.

On January 7, 2013, Plaintiffs conferred with Google regarding entries on these

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logs that described withheld and redacted communications with Bill Campbell at his intuit.com

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email address, a topic the parties had earlier discussed many times without reaching agreement.

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Plaintiffs explained that, unless Google produced the documents at issue, Plaintiffs would move

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to compel. Plaintiffs explained the basis of the motion to compel. Google refused to produce the

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documents. In light of the fact that Mr. Bock’s deposition was scheduled to occur three days

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later, Plaintiffs asked if Google would agree to make Mr. Bock available for a deposition again, in

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the event Plaintiffs prevailed on a motion to compel. Google refused. Instead, on January 9,

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Google insisted on postponing the deposition rather than holding it open.

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19.

Later that day, on January 9, Plaintiffs asked whether Google would stipulate to an

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abbreviated briefing schedule pursuant to Civil Local Rule 6-2, whereby Plaintiffs would file a

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shortened brief by January 14, 2013; Google would file a shortened brief of the same page length

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by January 18, 2013; and Plaintiffs would forgo a reply. Plaintiffs also asked whether Google

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would jointly request that the hearing occur on January 22, 2013, in order to create minimal
1075526.1

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DECLARATION OF DEAN M. HARVEY
MASTER DOCKET NO. 11-CV-2509-LHK

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disruption to the deposition schedule. Google’s counsel asked for a list of the privilege log

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entries at issue, and Plaintiffs’ counsel provided it on January 10. Thereafter, Google did not

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respond to Plaintiffs’ request for a stipulated abbreviated schedule.

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counsel to Google’s counsel, dated January 10, 2013.

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Attached hereto as Exhibit O is a true and correct copy of the email from Plaintiffs’

I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.

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Executed January 16, 2013, in San Francisco, California.

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/s/ Dean M. Harvey
Dean M. Harvey

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1075526.1

-3-

DECLARATION OF DEAN M. HARVEY
MASTER DOCKET NO. 11-CV-2509-LHK

EXHIBIT A

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Mayer Brown LLP
Two Palo Alto Square, Suite 300
3000 El Camino Real
Palo Alto, California 94306-2112

November 29, 2012

Main Tel [phone]
Main Fax [phone]
www.mayerbrown.com

BY EMAIL

Eric B. Evans

Joseph Forderer, Esq.
Lieff Cabraser Heimann & Bernstein, LLP
275 Battery Street, 29th Floor
San Francisco CA 94111-3339
Re:

Direct Tel [phone]
Direct Fax [phone]
[e-mail]

In re: High-Tech Employee Antitrust Litigation,
Case No. 11-CV-2509 LHK

Dear Mr. Forderer:
I write to respond to your letter dated November 6, 2012 regarding entries on Google’s privilege
logs and a request to provide a supplemental privilege log.
Consolidated and deduplicated privilege log
As a preliminary matter, Google will provide a single consolidated and deduplicated privilege
log. Google will provide that consolidated log after December 7, 2012, the current deadline for
completing substantial production of documents related to “Category 2” documents, as set forth
in Lee Rubin’s letter to Kelly Dermody dated September 28, 2012.
Privilege log entries that identify “Google Legal Department” as the originator of legal
advice
Your letter challenges those entries in Google’s privilege log “that do not identify an attorney as
an author, recipient or source.” These entries largely identify “Google Legal Department” as a
source of legal advice. It is well settled that privilege log entries that identify the source of
advice as a client’s “Legal Department” suffice to assert the attorney client privilege. Northern
Valley Comm’ns, L.L.C. v. Qwest Communications Corp., 2010 WL 367223, *7-8 (D.S.D. Sep.
10, 2010) (holding, e.g., that email “reflecting communication between Qwest Legal Department
and client regarding investigation of independent company access arbitrage” is “protected from
discovery by both the attorney/client privilege and the work product doctrine”). Aristocrat
Techs. Austl. PTY Ltd. v. Int'l Game Tech., 2011 WL 1158781, *3 (N.D. Cal. Mar. 29, 2011) is
consistent with Northern Valley. Here, consistent with Aristocrat, where the identity of the
specific lawyer or lawyers who drafted the communication is readily available, Google has
identified the attorney(s) involved in the privileged communication. Where the identity of the
particular author of a privileged communication is not present on the face of the document or
otherwise not reasonably accessible, reference in the log to the company’s legal department is
plainly permissible and fully preserves the privilege. Northern Valley Comm’ns, 2010 WL
367223, *7-8 .

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

Joseph Forderer, Esq.
November 29, 2012
Page 2
Privilege log entries that Plaintiffs claim provide insufficient detail to evaluate Google’s
privilege claims
In its consolidated log, Google will provide additional information for those privilege log entries
identified on page 2 of your November 6 letter that you claim lack sufficient information, where
the information is reasonably accessible to Google.
Privilege log entries regarding communications including Bill Campbell in his capacity as
advisor to Google
Google has re-evaluated the documents underlying log entries 28, 32, 33, and 45 from its
October 8, 2012 privilege log and Google has determined that the portions of these documents
that were redacted for privilege are not, in fact, privileged and will produce these documents to
plaintiffs without the privilege redactions.
As to both these documents and the documents underlying log entries 64 and 80 from its July 16,
2012 log, however, plaintiffs’ assertions that Google “waived any applicable privilege by sharing
privileged information with Bill Campbell is unfounded. As we have repeatedly explained, at
the time of these communications, Mr. Campbell was serving as an advisor for Google, and the
privileged communications were sent to Mr. Campbell in his capacity as a Google advisor.
Further, Google has already provided sworn testimony that Mr. Campbell is a “senior advisor to
Google” and that he has served in that capacity for many years. Declaration of Alan Eustace,
Dkt. no. 200 ¶ 4. Google “understood and expected that Mr. Campbell would maintain the
confidentiality of Google’s confidential and highly sensitive information and not share that
information with anyone other than those who owed a duty of confidentiality to Google.” Id. ¶ 5.
Accordingly, those privileged communications are protected from disclosure to the same degree
as any other communication seeking or providing legal advice between a company attorney and
its employees, agents, or directors. The fact that the communications were sent to Mr.
Campbell’s email address at intuit, com does not in any way vitiate the privilege or constitute a
waiver.
Moreover, plaintiffs have identified no occasion in which the privileged
communications involving Mr. Campbell may have been disclosed in a manner that would give
rise to a claim of waiver.
Very truly yours,

Eric B. Evans

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INTEGRITY compromise
without

Intuit Code of Conduct & Ethics

Message from Intuit’s President and
Chief Executive Officer
Integrity Without Compromise is at the core of everything
we do at Intuit. It’s our No. 1 Operating Value and the
standard for how we do business every day. We formally
adopted it as part of our Values back in 1993, and it’s
been an implicit part of our culture since day one. Living
up to that value is more than using good judgment and
common sense. It’s an important part of becoming the
best, most-admired company in the world.
Intuit’s Code of Conduct & Ethics takes this commitment to the next level.
It is an explicit representation of how our Values and culture guide us in making
the right decisions in our daily jobs. As the cornerstone of our Ethics and
Compliance Program, it provides important information about our business
relationships and practices, the proper use of company assets, safeguarding
and protecting information, and how to seek help and report concerns.
Nothing is more important to our culture – and our success – than our integrity.
That’s why the Code of Conduct has my personal support, as well as the support
of our leadership team and Intuit’s board of directors.
This code is more than just required reading for all of us at Intuit. Take the
time to understand it, know what’s expected of you, and how it relates to your
job. By committing to our Values and embracing the code, together we will
continue to make Intuit a company where Integrity Without Compromise is
not just a slogan, but a way of life.
Thank you for all you do to continue to make Intuit a world-class, ethical organization.

Brad D. Smith

TABLE OF CONTENTS
I. Introduction............................................................................................................. pg

3

VII.

Complying With Laws, Guidelines And Standards....

pg 19

a. Antitrust and Competition Laws
b. International Trade
c. Global Anti-Bribery and Anti-Corruption

d. Gifts and Entertainment: Doing Business with Government
Officials or Government Entities

II. Your Responsibilities....................................................................................... pg

4

a. Additional Responsibilities for Managers

III. Seeking Guidance And Reporting Concerns............................ pg

6

IV. Protection From Retaliation...................................................................

pg

8

V. In The Workplace..............................................................................................

pg

9

a.
b.
c.
d.
e.

b.
c.
d.
e.
f.
g.
h.

Supporting Diversity and Inclusion
Preventing Discrimination and Harassment
Maintaining Health and Safety
Preventing Workplace Violence
Alcohol Use and Drug-Free Workplace

VI. Our Working Relationships.....................................................................

a. Conflicts of Interest

VIII.  Company Resources, Privacy And Protecting
Information.......................................................................................................
a. Use of Intuit Resources and Assets

Additional Responsibilities for Intuit’s Executive Officers
Outside Employment and Other Affiliations
Investments in Other Businesses
Conducting Business with Family Members
Corporate Opportunities
Gifts and Entertainment
Political Contributions and Lobbying

pg 12

IX.

b.
c.
d.
e.
f.
g.

pg 22

Privacy and Protecting Personal Information
Intuit’s Confidential Information and Trade Secrets
Other Companies’ Confidential Information and Trade Secrets
Copyrighted Materials
Insider Trading Prohibition
External Communications

F inancial Accounting , Reporting And Records..............

pg 28

a. Integrity in Financial Reporting and Accounting Practices
b. Records Management: Retention and Legal Holds

X.  Code Of Conduct Governance And Administration....

pg 30

a. Administration and Interpretation
b. Investigations, Enforcement and Discipline
c. Code of Conduct Changes, Modifications and Waivers

XI. Reporting Options Summary............................................................

pg 32

Table of Contents | 01.22.08 | Page 2

I. Introduction
Integrity Without Compromise is our most

our success is built upon our commitment to

This Code of Conduct & Ethics (Code of Conduct) is an important part
of Intuit’s Ethics & Compliance Program. Our Code provides a written
standard for upholding our corporate values and reinforces our expectation
that everyone at Intuit will comply with the law, this Code of Conduct,
and our corporate policies and guidelines.

ethical behavior and compliance with the law.

Our Code of Conduct highlights standards for the following:

important Operating Value. The foundation of

. Honest and ethical conduct, including the disclosure and ethical

“n all we do, we maintain the highest standards,
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never approaching what could be considered
questionable behavior. On this we never
compromise."

handling of actual or apparent conflicts of interest

.  ull, fair, accurate, timely and understandable disclosure in the
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reports and documents that Intuit submits to any governmental
agency, as well as in other public communications

. Compliance with applicable government laws, rules and regulations
.  rompt internal reporting of violations of these written standards
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. Accountability for adhering to this Code of Conduct and other
company policies and standards

Introduction | 01.22.08 | Page 3

II. Your Responsibilities
This Code of Conduct applies to all employees of
Intuit and its subsidiaries (“employees”) working
at every level. In general, and for purposes
of this Code of Conduct, all references to
“Intuit” include Intuit Inc. and its subsidiaries.
As an employee, you are expected to read the
Code of Conduct, understand your obligations
under it and comply with the standards it sets
forth. Failing to read the Code of Conduct or
to seek out clarifications when in doubt will
not excuse you for violations or a lack of
understanding under it.

Your Responsibilities | 01.22.08 | Page 4

The Code of Conduct provides a comprehensive overview of Intuit’s
expectations and standards around ethical behavior and compliance.
However, it is not possible for it to cover every situation, every law
or every standard that you may face. If the Code of Conduct does not
address a particular topic, please use good judgment and common sense
when making decisions. Be sure to seek guidance from your manager or the
Ethics & Compliance Program Office before taking action if you are unsure
of the right legal or ethical choice.
Under certain circumstances, local country laws may establish requirements
that differ from this Code of Conduct. Employees outside the U.S. must
understand and comply with all local country laws and local policies in the
area and locality where they conduct business.

a. Additional Responsibilities for Managers
Managers at all levels have a special responsibility to role model ethical
behavior and ensure that employees under their supervision understand
and comply with Intuit standards and policies. This includes making sure that
all required training is completed. It is especially important that managers:

. Understand the Code of Conduct
. Regularly reinforce and discuss principles set forth in the Code of
Conduct and be available to their team members to discuss questions
and concerns

. Seek guidance from the Ethics & Compliance Program Office
whenever they have a question regarding the Code of Conduct

Your Responsibilities | 01.22.08 | Page 5

III. Seeking Guidance And Reporting Concerns
In addition to seeking guidance and clarification
as needed, you are also required to report
suspected violations of the law, this Code
of Conduct, other corporate policies and
standards, and improper accounting and
financial reporting practices.
Reporting suspected acts of wrongdoing is not
only the right thing to do, it is expected and
required under this Code of Conduct. Failing
to report a matter that you know about may
result in discipline up to and including
termination of your employment.

When seeking guidance or reporting concerns, there are several channels
available that ensure your question, issue or concern is addressed in a
timely and meaningful way:
Your Manager – Your manager is an excellent resource for seeking
guidance and help, sharing ideas and resolving issues. We encourage
you to contact your manager as your first line of support.
Intuit Management – You may always seek guidance and help
from anyone on Intuit’s management team. Any manager who you are
comfortable approaching will be able to assist you and help find the
appropriate resources.
Human Resources – Your Human Resources Business Partner is
an important channel to help you address concerns and discuss
your matter with discretion. You may always contact the Human
Resources Business Partner responsible for your business unit or
functional group, or the Employee Relations Center of Expertise at
[e-mail].
Ethics & Compliance Program Office – You may also contact the
Ethics & Compliance Program Office directly by submitting your
inquiry to Ask Ethics & Compliance, or by sending a letter to
Intuit Ethics & Compliance Officer, P.O. Box 7850, MS 2700C,
Mountain View, CA 94039.

Seeking Guidance and Reporting Concerns | 01.22.08 | Page 6

Intuit Integrity Line – If for any reason, you are not comfortable using
any of the above options, please seek help or report your concerns through
our Intuit Integrity Line. Anonymity and confidentiality will be protected to
the fullest extent possible. Please provide as much information and detail
as possible when reporting in this manner. All matters reported will be
looked into and handled appropriately.

. ntuit’s Integrity Line is an external, third-party service available to
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you for anonymous reporting 24-hours a day, 7 days a week, and
365 days a year. The Integrity Line is staffed by trained professionals
who will report your questions or concerns to Intuit in a timely way.

. You may contact the Integrity Line at any time in the following ways:
Calling toll-free at 877-379-3939
From outside the U.S., dialing the direct access
code for the country you are calling from followed
by 877-379-3939. (Direct Access codes can be
found by contacting a local operator)
Click here to complete an Integrity Line Web form

If you have any questions regarding these reporting channels, your
responsibilities, seeking help or reporting concerns, please contact
the Ethics & Compliance Program Office.
Retaliation against employees for reporting issues or participating in
investigations will not be tolerated and Intuit will make every effort to
protect employees who report matters of concern in good faith. For
further information please see the section on Protection from Retaliation
and Intuit’s Protection from Retaliation Policy.
A special note for employees located in the European Union:
EU laws and regulations prohibit EU employees from anonymously
seeking guidance or reporting a matter unless the concern falls into
one of the following areas: (i) accounting, (ii) internal accounting controls,
(iii) auditing matters, (iv) fight against bribery, or (v) banking and financial
crime. Intuit makes the anonymous features of the Intuit Integrity Line
available to EU employees for such concerns.
For all other areas of concern, EU employees may use one of the
non-anonymous channels outlined above. The data related to these
concerns or reports will be retained as permitted under applicable law.

Seeking Guidance and Reporting Concerns | 01.22.08 | Page 7

IV. Protection From Retaliation
Retaliation will not be tolerated and Intuit will
make every effort to protect employees who
report matters of concern in good faith. Any
employee who retaliates against another will
face disciplinary action, up to and including
termination of employment, and may be subject
to civil or criminal liability, or both.
If you believe you are being penalized for
having reported an issue, please report the
matter immediately using one of the reporting
options above.

Protection from Retaliation | 01.22.08 | Page 8

V. In The Workplace
Intuit’s third Operating Value, It’s the People,

a. Supporting Diversity and Inclusion

says it all.

Intuit strives to hire a strong, diverse workforce. Diversity creates inclusion,
inspiration and innovation. By attracting and maintaining a diverse workforce,
we create an environment where differences are valued and respected –
differences in experience, background, and opinion.

“ eople are the foundation of Intuit’s success…
P
great people flourish in an environment that

b. Preventing Discrimination and Harassment

liberates and amplifies their energy. Managers

Intuit is committed to providing equal employment opportunities for
all applicants and employees and maintaining a workplace free from
discrimination, harassment and retaliation. We do not tolerate this type of
behavior by anyone. This includes unlawful discrimination or harassment on
the basis of sex, race, color, religion, gender, age, mental or physical disability,
medical condition, national origin, marital status, veteran status, sexual
orientation or any other characteristic protected under applicable laws. This
principle applies to all areas of employment, including recruiting and hiring,
promotions and transfers, compensation and benefits.

create this environment through support,
and trust…”
Intuit lives this Operating Value through its
commitment to diversity and inclusion, prevention of unlawful discrimination, harassment
and retaliation, and the promise of providing a
healthy and safe work environment.

Improper and illegal behavior can take many forms, but may include:

. nappropriate comments, jokes, labels or remarks related to
I
a protected characteristic

.  hysical interference or unwelcome physical contact
P
.  haring of offensive or obscene material
S

In the Workplace | 01.22.08 | Page 9

Intuit will promptly address reports of unlawful discrimination, harassment
or retaliation. If you believe you have observed or been subjected to
unlawful harassment, discrimination or retaliation, you should immediately
contact Human Resources or contact the Integrity Line at 877-379-3939
or online.
Intuit employees can find more information in related policies on Intuit’s
intranet: Equal Employment Opportunity Policy, Reasonable Accommodation
(ADA) Policy, and the Prohibition of Harrassment Policy. Outside of the
U.S., please see local policies and guidelines as applicable.

c. Maintaining Health and Safety
Intuit is committed to maintaining a healthy, safe and productive workplace and follows all laws and regulations related to workplace safety.
Health or safety concerns should be directed to [e-mail].
In addition, you can reach an Intuit Security team member 24-hours a day,

7-days a week by calling 650-944-6911. For anonymous reporting, you
may also contact the Intuit Integrity Line at 877-379-3939 or online.
Emergencies and imminent threats of harm should immediately be reported
to the police or other emergency personnel (9-911 from U.S. Intuit sites).

d. Preventing Workplace Violence
Intuit does not tolerate violence, threats of violence, or other conduct
that threatens or harms the safety of persons in the workplace. Firearms,
explosives, or weapons of any kind are not allowed in the workplace,
even if you possess a permit to carry concealed weapons. Weapons are
also prohibited at off-site locations where Intuit business is conducted or
at Intuit-sponsored events. Intuit employees can find more information in
related policies on Intuit’s intranet: Workplace Violence Prevention Policy.
Outside the U.S., refer to local policies and guidelines, as applicable.

In the Workplace | 01.22.08 | Page 10

e. Alcohol Use and Drug-Free Workplace
Intuit strives to provide a safe workplace for all of its employees. You may
not have excessive amounts of otherwise lawful, controlled substances in
your system – such as alcohol and over-the-counter medications – that
impair your ability to work or make you appear to be "under the influence"
while at work. This also applies while performing work duties away from
Intuit, or while attending company-sponsored events. Regardless of the
occasion, employees are expected to act responsibly and abide by all local
laws and regulations. Under no circumstances may you operate a motor
vehicle while under the influence while working for or on behalf of the
company, whether using your personal vehicle, a company car, or a rental car.
At no time may you use, possess, or be under the influence of any illegal or
unauthorized controlled substances on Intuit property, including parking lots.
This includes work time spent off-campus or while attending any companysponsored event. Violations of this policy may result in discipline up to
and including termination of employment. Intuit may also notify law
enforcement officials as appropriate.
Intuit employees can find more information in related policies on Intuit’s
intranet: Drug-Free Workplace Policy. Outside the U.S., refer to local policies
and guidelines, as applicable. Nothing in this Code of Conduct or our
policies preclude the appropriate use of legally prescribed medications.

In the Workplace | 01.22.08 | Page 11

VI. Our Working Relationships
The integrity of our business relationships is
essential to our long-term business success
and reputation in the community.
You are expected to conduct yourself ethically,
professionally and with the utmost integrity in
every relationship you participate in on behalf of
the company. This extends to the way we treat
each other, our vendors and business partners,
and our customers. Likewise, we expect our
vendors and business partners to abide by
similar values and standards.

Our Working Relationships | 01.22.08 | Page 12

a. Conflicts of Interest
You are generally free to engage in personal business and financial
transactions and other activities outside of Intuit, provided that these
transactions and activities do not conflict, or appear to conflict, with the
interests of Intuit. In some cases, even the appearance of a conflict of
interest can damage Intuit’s business reputation – and your personal
reputation as well. Always avoid situations in which your loyalties may
be divided between Intuit’s interests and your personal interests.
A conflict of interest occurs when the prospect of a direct or indirect
personal gain interferes with the objectivity of your judgments or actions,
and conflicts with your responsibilities to Intuit. An "apparent conflict"
arises whenever your conduct appears to conflict with your responsibilities
to Intuit. A "potential conflict" is any situation that is likely to become
an actual conflict of interest. In this Code of Conduct, we refer to actual,
potential and apparent conflicts as "conflicts of interest," except where
otherwise specified.
You must bring any conflict of interest to the attention of your manager or
the Ethics & Compliance Program Office before taking on or continuing
the activity in question. These individuals can provide guidance on how to
avoid the conflict or how to prevent violations. This guidance may include
asking you to end the activity that raises a conflict of interest issue.

The following examples illustrate a few situations where a conflict of interest
may arise:

.  ersonal Interest: Having a significant financial or personal
P
interest in a supplier or vendor with whom Intuit does business, and
attempting or appearing to influence the business decisions related
to the supplier or vendor

.  ratuities: Accepting gifts, services, or entertainment from a
G
supplier or vendor where accepting the gift, service or entertainment
interferes, or appears to interfere with your objectivity in making
a business decision

.  iscounts: Accepting discounted products or services for
D
personal gain in exchange for providing special treatment or
consideration to a vendor or supplier

. Outside Groups: Serving on the board of an outside organization
whose interests may conflict with Intuit’s interests

. Company Affiliation: Portraying yourself as representing Intuit
while engaging in personal activities, memberships, campaigns and
similar activities, without prior approval within Intuit to do so

Our Working Relationships | 01.22.08 | Page 13

These examples are not meant to cover all potential conflicts of interest
situations, but illustrate some of the types of activities that could give rise
to a conflict. When in doubt seek guidance from your manager or the
Ethics & Compliance Program Office.

otherwise working for a competitor. If you are unsure if your participation
in outside work or your affiliation with an outside interest could create or
appear to create a conflict of interest, contact your manager or the
Ethics & Compliance Program Office.

b. Additional Responsibilities for Intuit’s
Executive Officers

d. Investments in Other Businesses

Intuit’s executive officers have a more defined responsibility to avoid conflicts
because of their fiduciary duties to the company and its shareholders.
Executive officers should disclose any potential or actual conflicts of interest
to Intuit’s General Counsel or to the Ethics & Compliance Program Office.
They will review the facts and provide guidance for addressing the actual
or perceived conflict, which may include referral of the matter to Intuit’s
Board of Directors or a committee of the Board.

c. Outside Employment and Other Affiliations
Intuit employees may work at another company as an employee,
independent contractor or consultant, or serve on its board of directors,
unless the affiliation gives rise to, or appears to give rise to a conflict of
interest or otherwise interferes with the employee’s ability to perform services
for Intuit. For example, prohibited affiliations could include simultaneous
employment with an Intuit customer, partner, distributor or supplier. You are
also prohibited from participating in any activity that enhances or supports
a competitor's position, including accepting simultaneous employment or

As a general rule, neither you, nor any member of your immediate family,
should hold a financial interest in an outside business that might create a
conflict of interest. This includes interests in Intuit’s suppliers, partners,
distributors or competitors. Many factors should be considered in determining
whether a conflict of interest exists. Some examples include:

.  our ability to influence Intuit decisions that could affect the
Y
other company

. Your access to confidential information of Intuit or of the other company
. The nature of the relationship between Intuit and the other business
You may hold a financial interest in a mutual fund that invests in an Intuit
competitor, provided you have no influence or control over the fund's investment
decisions. Questions related to investments in other businesses and your
responsibilities under this provision should be addressed to your manager
and the Ethics & Compliance Program Office.

Our Working Relationships | 01.22.08 | Page 14

e. Conducting Business with Family Members
As a general rule, you should avoid conducting Intuit business with a family
member or with a business in which a family member is associated in any
significant way. You must disclose all situations in which you or your work
group is conducting business with a family member to your manager, Human
Resources, or the Ethics & Compliance Program Office. These resources
can provide guidance as to whether the relationship may proceed and under
what circumstances. This may include restrictions on your ability to make
decisions about the retention, supervision and evaluation of the services.

f. Corporate Opportunities
You should not knowingly pursue or participate in a business opportunity
in which Intuit has a current interest, or which is closely related to Intuit's
current business or its anticipated future plans. For example, you may
not buy a substantial interest in a company that you know Intuit may be
interested in acquiring. Similarly, you may not lease a facility that Intuit
is considering occupying. If you believe you may be pursuing such an
opportunity, disclose it to your manager and the Ethics & Compliance
Program Office, who will determine whether or under what conditions the
opportunity may proceed.

Our Working Relationships | 01.22.08 | Page 15

g. Gifts and Entertainment
Giving and receiving gifts and entertainment in the course of business may
give rise to a conflict of interest. Neither you nor members of your immediate
family may give or accept a gift or entertainment, regardless of the value, if
accepting it interferes or appears to interfere with your objectivity in making
business decisions at Intuit. You may never accept a gift or entertainment
from an Intuit competitor.
Your business unit or functional group may have more restrictive rules
regarding giving and receiving gifts and entertainment. Contact your
manager to determine if additional rules apply. In addition, there are
laws and regulations that apply to gifts, gratuities and entertainment
of any kind for government officials or employees.
Refer to the Global Anti-Bribery/Anti-Corruption and Gifts and Entertainment
or Doing Business with Government Officials or Government Entities
section of this Code of Conduct for more information.

Permissible gifts and entertainment include those that:

. Are given openly and directly
. Come with no strings attached
. Are not solicited
.  re not in the form of cash or a cash equivalent, such as a
A
cash or gift card

. Are not significant in value
. Are not accepted as part of or during a business negotiation
. Comply with all applicable laws and with the policies of both
the giver and the recipient

Our Working Relationships | 01.22.08 | Page 16

Gifts – Additional Standards

Entertainment – Additional Standards

Intuit defines a gift as any object or service that you do not pay for,
or something for which you pay less than fair market value. This would
include, for example, receiving tickets to a concert or sporting event,
discounted products or services, or gift baskets.

“Entertainment” refers to leisure events and activities with suppliers,
vendors and contractors that are generally considered outside of the
scope of a structured business setting. This includes activities such as
sporting events, lunches, dinners, concerts and golf.

A gift that interferes or appears to interfere with your objectivity in making
a business decision for Intuit is never acceptable, no matter what the value.
Where a gift does not interfere, or appear to interfere with your objectivity,
it would typically be acceptable if valued at less than U.S. $250. A gift worth
more than U.S. $250 requires disclosure to and the advance, written
approval of your manager and the Ethics & Compliance Program Office
to ensure there is no improper influence.

Accepting invitations to attend and participate in special events and
entertainment activities is generally acceptable so long as the following
conditions are met:

Gifts worth less than U.S. $250 may also be considered improper if given
repeatedly from one source. For example, a monthly, inexpensive gift from
a supplier can create the appearance that the supplier is attempting to
improperly influence the business relationship.

.  here is a legitimate business purpose for attending
T
.  he event or activity is of a reasonable dollar value
T
.  vendor, supplier, contractor, etc., attends with you. If not,
The
the entertainment is a gift and subject to the gift standards

.  entertainment activity does not become a regular
The
occurrence, such as once a week or once a month

Our Working Relationships | 01.22.08 | Page 17

h. Political Contributions and Lobbying
Business contributions to U.S. political campaigns are strictly regulated
by U.S. federal, state and local law. Accordingly, all political contributions
in the U.S. involving Intuit funds must be coordinated and approved by
Intuit Corporate Affairs. Intuit employees can find more information on Intuit’s
intranet at Intuit Corporate Affairs. Similar restrictions, policies and procedures apply in other countries. Political contributions outside the U.S. require
advance approval from the Intuit’s Ethics & Compliance Program Office.
Intuit Corporate Affairs must approve the use of Intuit funds or assets for
political contributions of any kind. This includes contributions to any political
candidate or holder of any national, state or local government office. You
may make personal political contributions, but may not represent that you
are making those contributions on Intuit’s behalf.
You are prohibited from lobbying activities on behalf of Intuit and should
never give the appearance of representing Intuit in these activities without
the advance, written authorization and approval from Corporate Affairs.
For example, you may not prominently wear Intuit’s brand, logo, insignia,
etc., while participating in a lobbying activity that could reasonably be
associated with Intuit’s business.

Our Working Relationships | 01.22.08 | Page 18

VII. Complying With Laws, Guidelines And Standards
All Intuit employees and all those who work
with or on behalf of Intuit must comply with all
applicable laws, rules, and regulations.

Depending on your role and job function at Intuit, several areas of
compliance that may be applicable and particularly noteworthy to you in
your day-to-day work here at Intuit are covered below. Questions about how
these provisions may apply to you or your obligations under them should
be addressed with your manager and the Ethics & Compliance Program
Office before undertaking the activity.

We also expect that our business partners,

a. Antitrust and Competition Laws

suppliers, contractors, and agents will abide by

Our policy is to comply with all applicable U.S. and foreign antitrust and
competition laws. Antitrust laws – also known as anti-monopoly, competition
or consumer protection laws – are intended to preserve competition
by prohibiting actions that could unreasonably restrain a free marketplace.

similar values and standards and will always
act with integrity and in accordance with
applicable laws, rules and regulations.

These laws often regulate Intuit's relationships with its suppliers, distributors
and dealers. They cover prices, discounts, credit terms, promotional
allowances, exclusive dealerships or distributorships, restrictions on carrying
competing products, termination of relationships, and many other practices.
They also govern relationships between Intuit and its competitors.
Contacts with competitors should be made only for legitimate business
purposes and limited to communications that are needed for that purpose.
Communications with competitors should always avoid subjects such as
prices, terms and conditions of sale, customers and suppliers, marketing
and research and development plans, and other competitively sensitive
information.

Complying with Laws, Guidelines and Standards | 01.22.08 | Page 19

Participating with competitors in a trade association is generally acceptable
when the association has been properly established, has a legitimate
purpose and has limited its activities to that purpose.

b. International Trade
Intuit expects its employees to comply with all applicable laws and
regulations concerning importing and exporting products and services.
This includes complying with regulations preventing U.S. companies
from supporting or cooperating with an unsanctioned boycott of another
country, or from doing business with certain persons or entities.

c. Global Anti-Bribery and Anti-Corruption
A bribe is a payment or gift made to influence someone in their official or
professional capacity, or to induce someone to use their influence improperly.
Bribery is never allowed; bribes may not be offered, made or accepted.
This applies to our employees, officers and directors as well as to our agents,
consultants, distributors, contractors or anyone working on our behalf.

anything of value, to a government official, including an employee of a
government-controlled company, political party, party official, candidate for
political office, or official of a public international organization to further
Intuit’s business.
The United States Foreign Corrupt Practices Act, or FCPA, prohibits, among
other things, bribes and corrupt offers to non-U.S. government officials. The
FCPA, and similar laws in other countries, provide for significant civil and
criminal penalties for violations by Intuit or people acting on its behalf.
Any payment, gift or service provided to a foreign government official,
or any person likely to share part of the payment with a foreign
government official, requires approval by Intuit’s General Counsel or the
Ethics & Compliance Program Office. This includes payments to an
employee of a government-controlled company, political parties, party
officials, candidates for political office, or officials of a public international
organization. Intuit employees can find more information in related policies
on Intuit’s intranet: Global Anti-Bribery and Anti-Corruption Policy.

Similarly, you should never encourage someone to act illegally to further
Intuit’s business. This is known as a direct or indirect corrupt offer.
This includes paying, authorizing or promising to pay, or giving of

Complying with Laws, Guidelines and Standards | 01.22.08 | Page 20

d. Gifts and Entertainment: Doing Business with
Government Officials or Government Entities
Giving anything of value to a government employee is strictly regulated
and in many cases prohibited by law. Intuit and its employees must comply
with U.S. federal, state and local laws, as well as laws in other countries
governing the acceptance of business gratuities and/or courtesies.
In short, consult with Intuit Corporate Affairs, the General Counsel or
Intuit’s Ethics & Compliance Program Office before authorizing, providing
or paying for any meals, travel or lodging expenses, entertainment, gifts,
or giving anything of value to government officials or agencies inside or
outside the United States.

Complying with Laws, Guidelines and Standards | 01.22.08 | Page 21

VIII. Company Resources, Privacy and Protecting Information
Intuit is committed to ensuring that employees

a. Use of Intuit Resources and Assets

have the tools and resources necessary to do

Intuit resources and assets remain the property of Intuit and, as a general
rule, should only be used by employees for company business. Employees
who leave Intuit must promptly return all Intuit property to their manager
or Human Resources.

their jobs effectively and efficiently.
This includes supplying employees with resources
such as computers, cell phones, company credit
cards and printers. Employees and those working
on Intuit’s behalf are responsible for properly
using, caring for, and protecting Intuit’s resources
and assets.

Intuit may inspect or monitor all company resources, assets and property
at any time, without prior approval, knowledge or consent of employees
to the extent allowed by law. This includes monitoring and retrieving
information that is stored or transmitted on Intuit’s electronic devices,
computers and systems.
You are accountable for Intuit resources, assets, and funds that are under
your control, such as credit cards, tickets, cash and checks. If authorized
to use company funds for legitimate business purposes, you must ensure
that the company has received proper value in return. Using Intuit property
in a way that conflicts with Intuit’s interests, or in any manner that may
reasonably be considered offensive, is strictly prohibited.
Intuit employees can find more information in related policies on Intuit’s
intranet: Electronic Communications Policy. Outside the U.S., refer to
local policies and guidelines, as applicable.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 22

b. Privacy and Protecting Personal Information
Intuit is committed to responsibly using and protecting the personal
information of its customers and employees. Our policies and standards
are consistent with applicable law and we are committed to upholding
and adhering to these important standards.
Personal information is data that can be used to identify or locate an
individual. Personal information is considered sensitive, which requires
special care.
You are required to follow all corporate privacy policies, security policies
and supporting standards and procedures when engaging in any business
process or practice, or when using applications or systems that involve
the use, storage or transmission of any personal information. This helps
create an environment of trust and integrity with our customers and the
business community and ensures that Intuit maintains its compliance
with applicable global data protection and privacy laws.
Intuit employees can find more information in related policies on
Intuit’s intranet: Privacy Policies.

Protecting the Information of Intuit Customers and Third Parties
You must responsibly use and protect the personal information given to Intuit
by its customers. This includes the personal information that our customers
give us about their own customers or employees. Personal information from
Intuit customers includes names, e-mail and street addresses, telephone
numbers and login identification. It also includes tax return, credit card,
financial account or personal health information, benefits information, Social
Security, national identification and driver’s license numbers.
Protecting the Information of Intuit Employees
You must responsibly use and protect the personal information of Intuit
employees. An employee’s personal information includes name, home
and e-mail addresses, telephone numbers, login identification and
employee identification. It also includes salary and some job performance
data, credit card information, financial account or health information,
background check information, benefits information, Equal Employment
Opportunity information, Social Security, national identification and
driver’s license numbers. Each employee is accountable for understanding
and complying with Intuit privacy policies and standards and data
classification and retention policies.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 23

c. Intuit's Confidential Information and Trade Secrets
Confidential information is any material that Intuit does not make or want
to make publicly known at a given time. Trade secrets are the subset of
confidential information that gives Intuit a competitive advantage by virtue
of staying confidential. Trade secrets can include things like source code,
offering plans, unpublished patents and customer lists, but also include
things like internal process improvements and operating mechanisms that
give us a cost or efficiency advantage over competitors.
Intuit's confidential information and trade secrets are among its most
valuable assets and employees must protect them.
As an employee of Intuit or one of its subsidiaries, you have agreed to
protect the Intuit confidential information and trade secrets to which you
may have access during the course of your work, as set out in your
employment agreement or in the Employee Invention Assignment and
Confidentiality Agreement (“EIACA”) you signed as a condition of
employment. These agreements are in effect throughout your employment
and have some obligations which continue even after you leave
the company.

Specifically, you may not disclose Intuit's confidential information or
trade secrets to anyone or use it to benefit anyone other than Intuit without
executive approval and appropriate protections in place.
Depending upon your role, you may need to disclose certain Intuit-confidential
materials to third parties like vendors, contractors and companies with
whom Intuit works. Disclosure of confidential information or trade secrets to
a third party requires a Nondisclosure Agreement, or NDA, between Intuit
and the third party, completed according to Intuit’s guidelines and signed
by authorized personnel. Intuit employees can find more information on
Intuit’s intranet about NDAs. More information on the EIACA can be
obtained from your HR Business Partner.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 24

d. Other Companies’ Confidential Information and
Trade Secrets

e. Copyrighted Materials

Just as Intuit protects its own confidential materials, Intuit respects the
rights of other people or other companies to protect their confidential
information and trade secrets. You must not reveal any information to
Intuit without authorization from the owner of that information that might
reasonably be considered confidential information or a trade secret of
another person or company, including materials belonging to a former
employer of yours.

You must comply with rules and laws governing internal distribution of
copyrighted articles, content and subscription materials. This helps ensure
that Intuit does not violate an author's or publisher's rights to control
duplication or distribution of their own content and to obtain licensing fees
or subscription revenue from such content. Intuit employees can find more
information about properly referencing, distributing or quoting from other
companies’ copyrighted materials at Permissions and Licensing.

You may, under an authorized Nondisclosure Agreement, become aware of
another company’s confidential information or trade secrets in the context
of exploring a business relationship with that company. You must respect
the proprietary nature of this information and not use it or disclose it
publicly without authorization.

Additionally, some of the software used at Intuit, including certain open
source software, is owned by other companies and protected by copyright law
and/or license restrictions. Software is usually governed by corporate site
license agreements or open source agreements and it is Intuit’s policy to
comply with these agreements and make proper use of all such software.
Copying and installing software without appropriate licenses or other
authorization may violate these agreements, the U.S. Copyright Act, and the
copyright laws of other countries. Employees should not make copies, lend,
resell or transfer software unless it is authorized under the applicable software
license agreement. If you have questions about the rules surrounding the use
or copying of a particular software program, please contact your manager,
Intuit’s legal department, or the Ethics & Compliance Program Office.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 25

f. Insider Trading Prohibition
As part of your job, you may have access to significant information about
Intuit's business – or our vendors and partners – that has not been publicly
disclosed. Trading in Intuit’s stock, or the stock of those other companies,
based on material nonpublic information is a serious violation of U.S. federal
law, foreign laws and Intuit policy. In this context, “material nonpublic
information” means information not publicly announced by Intuit that a
reasonable investor would consider important in deciding whether to buy
or sell shares of stock.

Federal and foreign securities laws and Intuit policy also forbid tipping or
passing on material nonpublic information to people outside Intuit, including
family members, friends, business associates and personal advisers.

Examples of material nonpublic information could include merger,
acquisition or divestiture discussions, significant changes in Intuit’s
financial condition, undisclosed earnings results or guidance, major
product announcements or defects, major financing or restructuring
activities or changes in executive management that have not been
announced. This is a partial list.

The insider trading policy applies to you, your immediate family members
and others in your household. Violation of insider trading laws or this policy
can result in disciplinary action as well as severe civil and criminal penalties.
Intuit employees can find more information regarding trading limitations and
inside information on Intuit’s intranet at Insider Trading Policy.

Intuit’s management may establish periodic or one-time trading windows
during which designated employees are prohibited from trading in Intuit
stock. The General Counsel or Ethics & Compliance Program Office can
answer any questions about your responsibilities in these situations.

If you have questions about the materiality of specific types of information,
talk with your manager, Intuit’s Legal and Compliance Organization,
or Intuit’s Ethics & Compliance Program Office before trading.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 26

g. External Communications
Intuit is committed to providing full, fair, accurate, timely and understandable
disclosure in our public communications. In addition, we must be truthful in
our promotional efforts and other public announcements.
Because any external communications can have an effect on our business,
employees must be careful about what they say and write in public.
You may participate in online discussions or other online communities,
provided you make it clear that you are not representing Intuit and you
do so in accordance with our Online Communications Policy. However,
you are not authorized to speak or write on behalf of Intuit in any
external communication including advertisements and promotional or
public announcements without prior approval from appropriate Intuit
management, including Intuit’s Corporate Communications department.
There are designated spokespeople within Intuit who are authorized to
publicly discuss Intuit’s strategy, financial information and other significant
corporate events. All inquiries from the media, stockholders, industry or
Wall Street analysts must be referred to Intuit Corporate Communications
or Investor Relations departments.

Company Resources, Privacy and Protecting Information | 01.22.08 | Page 27

Fici

IX. Financial Accounting, Reporting And Records
All Intuit payments and other transactions must
be properly authorized by management and be
accurately and completely recorded in Intuit
books and financial records. These records
must comply with applicable laws, generally
accepted accounting principles (GAAP), and
established corporate accounting policies.

Acci

Ri

A

Rc

a. Integrity in Financial Reporting and Accounting Practices
Never create any false, incomplete or misleading financial entry or record.
No undisclosed or unrecorded corporate funds shall be established for any
purpose, nor should Intuit funds be placed in any personal or non-corporate
account. All corporate assets must be properly protected and asset records
regularly compared with actual assets; proper and prompt action must be
taken to reconcile any variances.
Our commitment to full, fair, accurate, timely and understandable
disclosure applies to all reports and documents that we file with, or submit
to, governmental agencies and all other public communications that we
make – written or oral. All employees, including senior management and
other employees with financial reporting responsibility, are required to
uphold these standards in all of our public disclosures.
Immediately report suspected wrongdoing or inconsistencies related to
financial reporting, accounting practices or any other financial irregularities,
regardless of how small or insignificant the matter appears. Information
about your reporting options is available in the Seeking Guidance and
Reporting Concerns section of this Code of Conduct.

Financial Accounting, Reporting and Records | 01.22.08 | Page 28

b. Records Management: Retention and Legal Holds
Intuit’s records and information are important company assets. They
must be carefully maintained and disposed of as legally required by
retention schedules and other policies that address disposition, storage,
and destruction. All Intuit employees must comply with established
records policies and retention schedules. Intuit employees can find
more information in related policies and guidelines on Intuit’s intranet:
Records and Information Management Policy and Guidelines.
From time to time, Intuit may be involved in litigation or inquiries that
require us to indefinitely preserve certain documents and records. This is
generally referred to as a “Legal Hold,” and you will receive written
notification of specific Legal Holds that may apply to you and information in
your possession. All employees must comply with any Legal Hold Notice.
Intuit employees can find more information related to Legal Hold on
Intuit’s intranet: Legal Hold Policy and Legal Hold Procedures.

Financial Accounting, Reporting and Records | 01.22.08 | Page 29

X. Code Of Conduct Governance And Administration
Intuit’s Board of Directors is responsible for
oversight of Intuit’s Ethics & Compliance

This office assists the Board and the senior executive team in promoting an
organizational culture of ethical behavior and compliance with the law and
in administering this Code of Conduct.

Program. In its discretion, the Board may assign

a. Administration and Interpretation

oversight responsibilities to a committee of

The Code of Conduct will be provided to all Intuit employees. The
Ethics & Compliance Program Office leads and manages the process and
deliberation within Intuit to assess, evaluate and provide guidance
regarding the appropriate interpretation and application of this Code of
Conduct. This may include consultation with other Intuit departments
and escalation to senior management or to the Board of Directors or its
designated committee as appropriate.

the Board.
The Board or its designated committee has
assigned overall management responsibility
for the Program to Intuit’s senior executive
team. Day-to-day management, administration
and implementation of the Program have been
assigned to the Ethics & Compliance Program
Office.

b. Investigations, Enforcement and Discipline
Intuit will investigate alleged violations of the Code of Conduct. The
company will take necessary and appropriate action against any employee
who acts unethically, violates the law, this Code of Conduct, other
corporate policies, or the lawful direction of management. Disciplinary
action may include termination of employment, in accordance with
applicable laws. If Intuit has suffered a loss, it may pursue its remedies
against the individuals or entities responsible as appropriate.
This Code of Conduct & Ethics in no way alters an employee’s at-will
relationship with Intuit for U.S. employees and those working in other
countries governed by at-will employment rules.

Code of Conduct Governance and Administration | 01.22.08 | Page 30

c. Code of Conduct Changes, Modifications and Waivers
The Code of Conduct has been reviewed and approved by Intuit’s Board
of Directors or its designated committee. The Board or its designated
committee will approve all material changes before they are incorporated
and implemented. Changes will also be publicly filed as required by
applicable laws, regulations or stock market listing rules.
The Ethics & Compliance Program Office, in consultation with the
General Counsel, may make non-material changes to the Code of Conduct
as necessary. The Code of Conduct may be updated periodically to address
a specific need, change in the law, or to provide additional guidance and
instruction. Any material or significant changes will be communicated to
employees through management and/or online channels as appropriate.
The most current Code of Conduct will always be available on both our
internet and intranet sites.
All requests for waivers to the Code of Conduct’s standards, guidelines
and requirements must be made in writing and reviewed by the
Ethics & Compliance Program Office before taking the action
requested in the waiver.
The Board of Directors or its designated committee must approve any
waiver of the Code of Conduct that affects an executive officer, or specific
employees in the finance and accounting functions. The timely and proper
handling and disclosure of Code of Conduct waivers are particularly important.
More information on reporting procedures is available in the Seeking
Guidance and Reporting Concerns section of this Code of Conduct.

Code of Conduct Governance and Administration | 01.22.08 | Page 31

XI. Reporting Options Summary

When seeking guidance or reporting concerns, there are several channels
available that ensure your question, issue or concern is addressed in a
timely and meaningful way:
Your Manager – Your manager is an excellent resource for seeking
guidance and help, sharing ideas and resolving issues.
Intuit Management – You may always seek guidance and help
from anyone on Intuit’s management team.
Human Resources – You may always contact the Human
Resources Business Partner responsible for your business unit or
functional group, or the Employee Relations Center of Expertise
at [e-mail].
Ethics & Compliance Program Office – You may also contact
the Ethics & Compliance Program Office directly by submitting your
inquiry to Ask Ethics & Compliance or by sending a letter to: Intuit
Ethics & Compliance Officer, P.O. Box 7850, MS 2700C,
Mountain View, CA 94039.

Intuit Integrity Line – If for any reason, you are not comfortable using
any of the above options, please seek help or report your concerns
through our Intuit Integrity Line. Intuit’s Integrity Line is an external, third-party service available to you for anonymous reporting
24-hours a day, 7 days a week, and 365 days a year.
Call toll-free at 877-379-3939
From outside the U.S., dialing the direct access code for the
country you are calling from followed by 877-379-3939.
(Direct Access codes can be found by contacting a local operator
http://www.consumer.att.com/global/english/access_codes.html)
Complete an Integrity Line Web form at
https://www.integrity-helpline.com/Intuit Integrity Line.jsp
Retaliation against employees for reporting issues or participating in
investigations will not be tolerated and Intuit will make every effort to
protect employees who report matters of concern in good faith. For further
information please see the section on Protection from Retaliation
and Intuit’s Protection from Retaliation Policy.

Reporting Options Summary | 01.22.08 | Page 32

P.O. Box 7850 | Mountain View, CA 94039-7850 | 650-944-6000
©2008 Intuit Inc. All rights reserved. Intuit and the Intuit logo are registered trademarks of Intuit Inc. in the United States and other countries.

From:
Sent:
To:
Subject:

Eric,
Per our phone call, here are the likely privilege log entries subject to our motion to compel. In addition to the two we
identified in our earlier correspondence on this topic, here are the entries off of the recent three privilege logs:
Re Bill Campbell:
Bock log: 81, 82, 161, 185, 192, 198, 206, 207, 230, 231, 254, 273, 274, 309, 310, 311, 333, 337, 338, 340, 341, 342, 356,
393, 394, 538, 673, 679, 680, 681, 683, 684, 686, 687, 688, 689, 697, 698, 757, 758, 803, 807, 808, 809, 810, 811, 812,
815, 816, 827, 828, 880, 898,915, 917, 933, 1075, 1076, 1124, 1217, 1218, 1251, 1252, 1261, 1281, 1315, 1325, 1326,
1327, 1329, 1330, 1353, 1365, 1366, 1367, 1368, 1399, 1412, 1497, 1498, 1552, 1555, 1630, 1661, 1662, 1667, 1668,
1670, 1674, 1681, 1682, 1718, 1719, 1729, 1782, 1786, 1787, 1788, 1815, 1848, 1869, 1878, 2005, 2006, 2017, 2018,
2019, 2026, 2027, 2072, 2082, 2120, 2143, and 2200.
Schmidt Log: 3, 4, 5, 9, 10, 12, 13, 29, 30, 59, and 60.
Brown Log: 7, 54, 62, 63, 65, 66, 67, 78, 79, 80, 110, 111, 112, 113, 152, 185, 186, 189, 190, 192, 193, 217, 222, 223, 250,
251, 289, 290, 330, 331, 357, 358, 375, 432, 434, 523, 524, 557, 558, 565, and 566.
Re potential additional entries concerning Paul Otellini:
Bock log: 888 and 2201.
Schmidt Log: 45, 46, and 64.
Brown Log: None.
Dean M. Harvey
[e-mail]
t 415.956.1000
f 415.956.1008
Lieff Cabraser Heimann & Bernstein, LLP
275 Battery Street, 29th Floor
San Francisco, CA 94111-3339
www.lieffcabraser.com