A conflict of interest occurs whenever our private interests interfere with the interests of our Company as a whole. Paychex recognizes and respects that employees may take part in legitimate financial, business and other activities outside their jobs. However, those activities must be lawful and free of conflicts with their responsibilities as Paychex employees. Even relationships that give the appearance of a conflict of interest should be avoided. To clarify what we mean, we have set out below our general standards of conduct for avoiding the most common types of conflict of interest.

General Standards:

• Employment / Outside Employment

  Employees may not work for or receive compensation for services from any competitor, customer or supplier if they directly provide payroll related services. Employees are expected to devote their full attention to the business interests of Paychex.

• Outside Directorships

  Employees may not serve on the Board of Directors of another company in competition with Paychex.

• Business Interests

  Employees may not have significant financial interests in any competitor, customer, or supplier.

• Using the Company's Time and Assets for Personal Benefit

  Employees may not perform or solicit non-Company work while working on the Company's time (this includes any paid leave you are granted by Paychex). Also employees are not permitted to use the Company's assets for any non-business related reason.

• Loans to Employees

  Employees may not accept or request a personal loan from Paychex.

• Acceptance of Gifts and Entertainment

  Employees and their relatives may not give or receive gifts from Paychex clients and vendors of anything other than nominal value. Refer to the Payment or Gifts From Others section of this Code for further standards.

• Family Members

  Employees are prohibited from being in the position of supervising, reviewing or having any influence on the job evaluation or salary of their close relatives.

• Public Service

  Employees may not make any political contribution or participate in lobbying activities as a representative of the Company.

• Other Conflicts

  Employees may not compete against Paychex. Additionally, employees should not be affiliated with companies that sell products or services to Paychex.

Accurate and reliable financial records and information are necessary to meet reporting and legal obligations.

General Standards:

• Employees must maintain complete, accurate and timely financial records and information in accordance with all applicable laws and regulations. False and misleading entries are strictly prohibited.
• Employees must use full, fair, accurate, timely and understandable disclosure in reports and documents submitted to the SEC.
• Employees must follow all established policies and procedures to maintain a strong control environment.
• Employees are expected to cooperate fully with our internal and independent auditors.

Each employee should understand and comply with all applicable laws and regulations. Criminal and civil penalties exist for noncompliance with certain laws and may be severe in terms of both imprisonment and fines.

Employees of the Company shall not purchase or sell, or engage in any other transactions with respect to, the Company's securities except in strict accordance with the Company's Insider Trading Policy. Company employees are directed to the Company's Insider Trading Policy within the Company's Employee Handbook if they have questions regarding the applicability of such insider trading prohibitions.

Paychex is committed to protecting personal and proprietary information about our clients, their employees, and their business, as well as information about Paychex and its employees. Proprietary information is any information not available to the public including information that pertains to our clients and to Paychex' products, services, business processes, business plans, or financial condition.

Employees may not disclose personal or proprietary information, to any competitors, financial analysts, members of the media, or any other individual or company not bound by a duty of confidentiality to Paychex. The duty to preserve the Company's personal and proprietary information is not limited to our employees' period of employment, but continues even after they have left the Company.

Employees must safeguard assets against unauthorized use or removal, as well as against loss by criminal act. Assets include equipment, supplies, real estate, computers, software, computer data, records or reports, intellectual property or other sensitive information, voice-mail or email communications, and Company funds in any form.

General Standards:

• If you use Paychex equipment at your home or off site, you must take precautions to protect it from theft or damage. Paychex' assets must remain fully accessible to Paychex and will remain the sole exclusive property of Paychex.
• All software used by employees to conduct Paychex business must be appropriately licensed and installed by Information Technology.
• Employees may never make or use unauthorized copies of any software, since doing so may constitute copyright infringement and may expose you and Paychex to civil and criminal liability.
• Employees must utilize electronic communication devices in a legal, ethical, and appropriate manner. This includes using the Internet and email for business purposes as defined in the Securing Information and Assets Policy.
• Paychex reserves the right to monitor, access and review, without notification, any information kept on any media related to Paychex or any use of Paychex equipment for any reasons whatsoever including but not limited to, measuring employee job performance and quality customer service. Employees must not have any expectation of privacy while using Paychex resources.
• If you are no longer employed by Paychex, you must immediately return all Paychex equipment.