The register and disclosure procedure referenced from the Anti-Bribery & Anti-Corruption Policy. Owned by the General Counsel; logged disclosures are reviewed quarterly to detect concentration risk, escalating values, or off-policy patterns.

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What gets logged

Every gift or hospitality item given to or received from an external party in connection with Neuroscale business — unless it falls into the de-minimis exception below — is logged.

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De-minimis exception (no logging required)

  • Promotional items of nominal value (branded pens, mugs, T-shirts) with no individual market value above USD 25.
  • Light refreshments (coffee, snacks) at a meeting on the giver’s premises.
  • Working meals during business meetings of a value modest for the location, if the host pays in the ordinary course.
When in doubt, log it. There is no penalty for logging an item that turned out to be de-minimis; there is a penalty for not logging an item that turns out not to be.

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What never qualifies

Per the Anti-Bribery Policy, the following are prohibited regardless of value and are not logged because they cannot be given or accepted in the first place:
  • Cash, cash equivalents (gift cards, prepaid cards, cryptocurrency).
  • Anything offered or given to influence a Government Official (including SOEs and SOE staff).
  • Lavish travel, entertainment, or hospitality unrelated to a legitimate business purpose.
  • Gifts given or received during a competitive procurement, RFP, or active negotiation period with the counterparty.
  • Anything intended to be quid-pro-quo for an action by the recipient.
If you are offered any of the above, decline and notify legal@neuroscale.ai.

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How to disclose

Workforce members disclose by emailing legal@neuroscale.ai within 5 business days of giving or receiving the gift or hospitality, with:
FieldValue
Date given/received
DirectionGiven / Received
Counterparty (name, organization, role)
Description of gift / hospitality
Estimated value (USD)
Business context
Any approvals already on file
The General Counsel’s office logs the disclosure in the register and follows up if additional information is needed. Disclosures involving Government Officials, SOEs, or values above the gift / hospitality limits in the Anti-Bribery Policy require General Counsel pre-approval — not after-the-fact disclosure.

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Quarterly review

Each quarter, the General Counsel reviews the register for:
  • Concentration — repeated gifts to or from the same counterparty.
  • Escalation — increasing values over time.
  • Procurement-period violations — entries during active negotiations.
  • Government Official entries — every such entry requires re-confirmation that the FCPA / UK Bribery Act / local-law analysis was completed before the activity.
  • Pattern anomalies — entries clustered around contract signature, renewal, or invoice-approval events.
Findings go to the CEO and Audit Committee (or, until an Audit Committee is constituted, the Board) as part of the General Counsel’s compliance summary.

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Records

The register is retained per the Records Retention Schedule, with FCPA-relevant records retained for at least the period required by 17 C.F.R. §240.17a-4 / applicable statute of limitations.

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Cross-references

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Version history

VersionDateDescriptionAuthorApproved by
1.0May 8, 2026Initial versionCameron WolfeIshan Jadhwani