BMC Software Professional Conduct Policy and Code of Ethics

Introduction

We are all individually responsible for maintaining the highest standards of ethical business conduct. Our Professional Conduct Policy and Code of Ethics (the "Code") provides guidance about business behavior expected of the BMC community as we work and interface with fellow employees, customers, suppliers business partners and other stakeholders.

Scope and Compliance

BMC Software (BMC) officers, directors, employees, agents and representatives (collectively referred to as "employees" or "BMC employees" for purposes of this policy) in all geographic locations are individually responsible for maintaining the highest standards of ethical conduct. Employees are expected to act in a responsible manner that preserves our reputation for honesty, integrity and the highest professional ethics.

Agents, temporary workers, contract workers and business partners have the same obligations under this Code as set forth for employees and should adhere to the Code while acting on the behalf of BMC.

Obeying the law, both in letter and in spirit, is the foundation of BMC's ethical standards. All employees must act in accordance with the laws or regulations of the applicable jurisdictions in which BMC operates. If any provision of this Code conflicts with local laws or regulations, the one with the higher standard applies, except in cases where doing so causes non-compliance with local law. Questions regarding legal compliance should be directed to the BMC Legal Department. If a local custom conflicts with this Code, you must comply with the Code. If you have questions, you should follow the guidelines described under the heading "Reporting Concerns/Receiving Advice."

Policy Statement

Everyone at BMC, without regard to position, grade level, or geographic location, is expected to treat one another, customers, suppliers, business partners and competitors with personal and professional integrity. Conducting ourselves in accordance with BMC's Leadership DNA relating to integrity, trust, communication and respect is essential. This means that all employees have a responsibility to:

*       Raise questions and report conduct believed in good faith to be a violation of the Code

*       Work with supervisors to resolve ethical questions, issues or concerns

*       Adhere to established BMC policies and procedures

*       Be respectful of others.

Compliance and Prohibited Conduct

This Code prohibits all personal or business practices that are unethical, illegal or that may cause harm to BMC, its employees, business partners, customers or the public. This Code provides guidance, but cannot answer every question or address every possible situation. Consequently, various other corporate and regional policies containing detail beyond the scope of this Code can be found on BMC's intranet site.

Those found to have violated any applicable laws, rules, regulations, BMC policies or this Code are subject to appropriate disciplinary action including but not limited to demotion, verbal and written warnings, suspension with or without pay, legal remedies, termination, cancellation of contract and reassignment. Everyone has a personal obligation to report potential wrongdoing via the appropriate channels. Failure to timely report an offense is also subject to appropriate disciplinary action as described above.

Reporting Procedure
The BMC Compliance & Ethics Office is dedicated to giving employees the support and advice they need to act according to the Code and our Leadership DNA.

If you have any reason to believe that an employee has violated, may violate or is acting in a manner that appears to violate any law, regulation, or this Code, you are expected to immediately report such activity to any of the following resources:

*       Local Management

*       Corporate Compliance & Ethics Office

*       Legal Department

*       Global Security

*       Human Resources

*       BMC Ethics HelpLine via telephone at +1-800-824-7002 (U.S. and Canada) or +1-704-973-0276 (International Collect Call). Web submission is also available at www.bmcHelpLine.com. The BMC Ethics HelpLine is a confidential option provided by a leading third-party reporting service.

*       In the European Union (EU), certain reporting restrictions may apply to the HelpLine involving accounting practices, auditing practices or other financial matters. EU Employees are encouraged to contact the reporting website at https://www.financial-integrity.com/bmcHelpLine.jsp. or via toll free number at +1-800-735-1229 for any reports involving financial matters, accounting or auditing practices.

Non-Retaliation
BMC will not tolerate retaliation against any employee who, acting in good faith, reports suspected misconduct.

Annual Acknowledgement of the Code
The Code is administered by our Compliance & Ethics Office and is affirmed yearly by the employees through an annual acknowledgement process.

The Work Environment

Diversity and Equal Opportunity
BMC values the diversity of its workforce. The BMC approach to diversity is defined by inclusiveness, respect and fostering a culture that allows each individual to contribute to his or her fullest potential.

It is vital that all BMC employees treat each other with respect. As set forth in the BMC Equal Employment Policy and the BMC Non-Harassment Policy, BMC does not tolerate any form of harassment, discrimination or retaliation.

Privacy of Personal Information
It is BMC's policy to comply with applicable data protection and privacy legal requirements in all countries where we do business. BMC collects, processes, transfers and stores personal information of employees, contractors, partners, customers and other individuals as necessary for conducting business or as required by law. BMC is a global organization with business processes, management structures and technical systems that cross country borders, and to run its business BMC may transfer personal information to other BMC offices or authorized third parties in any country where we do business.

Your duties at BMC may require you to access personal information of others, including other BMC employees, contractors, partners, customers, clients or customers, sales prospects, etc. It is your responsibility to follow the Confidential Information Protection Policy and relevant data privacy policies to protect personal information of others and prevent its unauthorized use or disclosure, sharing it only for legitimate business needs within the scope of your duties with authorized persons and in accordance with applicable laws.

Environmental Responsibility
BMC has a responsibility to treat with care and respect the environment in which we work and the people on whom we depend. Because the health and safety of our customers, suppliers, business partners, employees and the communities in which we operate is important to us, BMC considers environmental issues and concerns an integral part of our business decisions and transactions. Accordingly, we comply with all applicable environmental laws and regulations in the countries where we do business.

Health and Safety
The health and safety of BMC employees is paramount and therefore employees are prohibited from engaging in violence or other deliberate acts intended to harm another person or their property. Similarly, you must not make threatening or menacing comments, or behave in such a way that the personal safety or property of another person is threatened. Violence or threats of violence should be reported immediately to Global Security.

Where legally enforceable, BMC prohibits on BMC premises or property leased or owned by BMC, (collectively "BMC premises") the possession, concealment, use or transfer of any firearm or other weapon, including knives, clubs, explosives or other devices that are primarily used to inflict injury.

Substance Abuse
Our goal is a workplace free from substance abuse, including illegal or illicit use of drugs and abuse of alcohol. BMC employees may not use, possess, manufacture, distribute, dispense, transport, promote or sell illegal drugs, drug paraphernalia or otherwise legal but illicitly used substances while on BMC business or BMC premises. BMC employees are prohibited from being impaired by alcohol or illegal or illicit substances while on BMC premises or conducting BMC business. This prohibition includes prescribed or over-the-counter drugs not being used as intended and authorized. Please refer to the separate BMC Substance Abuse Prevention Policy for clarification.

Child and Forced Labor
BMC does not engage in or support the use of child, forced or involuntary labor.

Financial Reporting, Conflicts of Interest and Records Management

Financial Reporting
It is BMC's policy to comply with all applicable laws and regulations of the U.S. Securities and Exchange Commission (SEC) and applicable statutory laws and regulations for local country financial and tax reporting. BMC employees provide full, fair, accurate, timely and understandable disclosure in reports and documents that BMC files with or submits to the SEC and in other public communications made by BMC.

Each employee of BMC has an obligation to maintain accurate business records, to respect all internal controls and to cooperate in all internal and external audits.

BMC has an established Whistleblower Policy and any concerns that may involve a violation of United States securities laws or a fraud against the shareholders of BMC should be raised to management, the Finance Department, Internal Audit, the Legal Department, or the Compliance & Ethics Office. Complaints or concerns regarding BMC's accounting, internal accounting controls, or auditing matters may also be communicated anonymously or confidentially to the Audit Committee of the Board of Directors by contacting:

*       Mr. Lou Lavigne, Chairman of the Audit Committee; +1-925-299-1782; or

*       Ms. Denise Clolery, General Counsel and Corporate Secretary; Telephone: +1-713-918-2190

You may also contact the BMC Ethics HelpLine via telephone at: +1-800-824-7002 (U.S. and Canada), +1-704-973-0276 (International Collect Call). Web submission is also available at www.bmcHelpLine.com. The BMC Ethics HelpLine is a confidential option provided by a leading third-party reporting service.

In the European Union (EU) region, certain reporting restrictions may apply to the HelpLine involving accounting practices, auditing practices or other financial matters. Employees are encouraged to contact the following reporting website at https://www.financial-integrity.com/bmcHelpLine.jsp or via toll free number at +1-800-735-1229.

Insider Trading and Securities Trading
From time to time, you may learn of material, non-public information (e.g., unannounced financial data, mergers or acquisitions, stock splits, unannounced products, marketing plans, vendor contracts or procurement plans) concerning BMC or other companies. BMC employees may never use or share inside information to trade or influence the trading of stock or otherwise use or share the information for personal advantage or the advantage of others.

Conflicts of Interest
Employees should avoid any activity that conflicts with, or appears to conflict with, the interests of BMC, its employees, its shareholders or the public as determined by BMC senior management and as stated in this Professional Conduct Policy and Code of Ethics (the "Code").

A conflict of interest is a situation in which you or a member of your family has competing professional or personal interests that could affect your objectivity in making decisions as a BMC employee. Conflicts of interest may arise when you or a member of your family receives improper personal benefits as a result of your position in the Company. Loans to, or guarantees of obligations of, an employee or an employee's family member may also create conflicts of interest.

It is almost always a conflict of interest for a BMC employee to work simultaneously for a competitor, customer or supplier. Employees are not allowed to work for a competitor as a consultant or board member. The best practice is to avoid any direct or indirect business connection with BMC competitors, customers or suppliers, except on behalf of BMC.

Conflicts of interest may not always be immediately evident. If you have questions or if you become aware of a conflict or potential conflict, you should follow the procedures described under the heading "Reporting Concerns/Receiving Advice." In addition, BMC's Board of Directors has adopted a Related Party Transaction Policy and Procedures prescribing procedures for a Committee of the Board to review and approve or disapprove certain transactions between BMC and interested persons (directors, executive officers or 5% shareholders).

Side Agreements
BMC has policies and procedures for entering into business arrangements (contracts) and strictly prohibits individuals from entering into side agreements with third parties, such as customers, resellers, distributors, vendors, financial institutions and other third parties. The BMC policy is to contract with customers and other parties through formal, written agreements that have been approved for use by BMC's Legal department.

The definition of a side agreement is a commitment made to customers, whether verbally, written or electronically transmitted (e.g., e-mail), that was not part of the master arrangement with the customer (sometimes referred to as side agreements or side deals) in order to consummate a sale. Such side agreements often result in substantial modifications to the terms of the original arrangement and can significantly impact the arrangement's accounting treatment. Any modifications to an original arrangement must be reflected either in a new written contract, as a written amendment to the master contract, or in another form of written documentation that is customarily used by the vendor to evidence its arrangements.

Any employee who enters into any side agreement, whether written or verbal, with a third party, including a customer, reseller or distributor, which contradicts, supplements or is in lieu of, a written contract signed by authorized representatives of each party, is subject to immediate disciplinary action, including termination.

Records Management
Both paper and electronic records are integral to our business. Managing the records created and utilized in BMC's business in a consistent and systematic manner compliant with applicable laws and regulations is critical to effective business operations. The BMC Records Management Policy reflects the legal, regulatory and business requirements of BMC with regard to records retention and provides guidance concerning the systematic management of business records. In the event of litigation or governmental investigation, the BMC Legal Department must be consulted regarding record retention issues. Every employee is responsible for periodically reviewing the records in their possession and assuring they are in compliance with the Records Management Policy and any pending legal holds.

Dealing with Others

Trade and Antitrust
It is BMC's policy to comply with all applicable trade and antitrust laws and to compete fairly in every jurisdiction in which we do business. BMC employees must avoid any action that is a violation of trade and/or antitrust laws.

Generally, applicable antitrust laws prohibit the following conduct:

*       Price Fixing. Price fixing includes oral, tacit or implied agreements or understandings among competitors about prices.

*       Bid Rigging. Bid rigging involves an agreement to refrain from bidding, to bid at a certain price or to submit a bid that is intentionally less favorable than a competitor's bid.

*       Territorial or customer allocation. This is an agreement among competitors that contemplates or results in a division or allocation of customers or territories to be served.

*       Market Division. Market division can occur when competitors divide the market in which they compete, such as by allocating customers, territories or products among themselves.

Antitrust and trade regulation laws in various countries may differ, and any question about specific conduct or a specific situation should be directed to the BMC Legal Department.

Export Control
BMC is a global company. Our contacts with foreign parties around the world increase daily due to our growth in international sales, procurement and the overall global nature of BMC. BMC must comply with the export control regulations of the United States and other countries concerning the export, re-export and import of goods, technology, software and services.

Anyone associated with BMC who is involved with the export, re-export and import of goods, services, technology or software is responsible for knowing and following the export control regulations that apply to their duties.

Contracting with Others
Our contractual relationships with suppliers and customers are important elements of our success. Employees must comply with the Procurement Policy. You should not enter into any contract or commit BMC resources unless you are authorized to do so under the parameters of the Global Procurement Policy. Any employee acting in violation of such policy shall have no authority to bind BMC.

Gifts, Gratuities and Other Business Courtesies

Restrictions on Receiving Gratuities
Company business courtesy policies require the use of good judgment and compliance with laws related to giving or accepting gifts.

Where no conflict of interest exists, employees may accept meals, entertainment, non-cash gifts, discounts or promotional items (collectively, "gratuities") of modest value (less than $100 USD equivalent) when such acceptance is directly connected with business discussions. Such items must be lawful, unsolicited, infrequently provided and in accordance with customary and acceptable business practices. Unless otherwise prohibited, acceptance of gratuities having a value greater than $100 USD may be permissible only with approval of the employee's vice president (if you are a vice president or above, you need to get authorization from your manager) before accepting it.

Employees who are involved in purchasing goods and services for BMC (e.g., Procurement) should not accept gifts from suppliers of more than nominal value (less than $25 USD equivalent) such as promotional items, in order to avoid the appearance of favoritism.

Neither employees nor their family members may accept any gift of cash or cash equivalents (e.g., credit cards, gift cards, bank checks, travelers' checks, money orders or gift certificates) loans or securities from any person or firm doing, or seeking to do, business with BMC unless such activities meet the guidelines contained in this Code. Neither employees nor their family members may accept discounts on personal purchases of a supplier's or customer's products or services, unless such discounts are offered to all BMC employees or members of the general public.

Restrictions on Offering Gratuities
Except for published or customary product discounts or other contractual incentives, BMC employees are not to give, offer or promise, directly or indirectly, anything of value to any representative of a customer, potential customer, financial institution, government employee or other party in connection with any transaction or business that BMC may have with such party, without the approval of the appropriate vice president. Meals and entertainment, such as golf outings, may be appropriate if they are infrequent, in accordance with customary and acceptable business practices and approved by appropriate management. Employees must ensure that all expenditures are properly documented and aligned with the BMC Travel and Expense Policy.

Door prizes and attendance gifts presented at trade shows or customer meetings, as well as any other perquisites, may result in taxable income to the recipient. Detailed records of all recipients and respective awards/prizes should be provided to the BMC Payroll Department for proper handling.

Subject to the below provisions regarding government officials, employees may pay the expenses (such as travel, hotel and meals) of a customer or potential customer, as long as such expenses are reasonable and directly related to the promotion, demonstration, explanation or technical training of BMC products or services. The appropriate BMC management level must approve these payments. Payments or gifts must not violate the local laws of the host country or the U.S. Foreign Corrupt Practices Act. (See guidance under Special Restrictions with Respect to Government Officials.)

Special Restrictions with Respect to Government Officials
Regardless of geographic location, you may not give, promise or offer anything of value to a foreign government official, a foreign government employee, any foreign political party or official of such party, or a candidate for political office (foreign officials) in order to influence, obtain or retain business. The U.S. Foreign Corrupt Practices Act ("FCPA") and other international anti-bribery and anti-corruption laws prohibit payments, promises to pay, promises of gifts or gifts to foreign officials outside of the United States for the purposes of obtaining, influencing or retaining business, even if the payment or gift is legal in the host country. The FCPA applies to both domestic and foreign business operations of United States companies and imposes severe criminal and civil penalties against individuals and companies who violate this law. All BMC employees - domestic and foreign - engaged in business transactions must comply with the FCPA in all respects.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that are applicable to U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government, of a gift, favor or other gratuity in violation of these rules not only violates BMC policy, but also could be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. If you need guidance in this area, you should contact the BMC Legal Department.

Payments to Agents
The FCPA prohibits corrupt payments through intermediaries. It is unlawful to make a payment to a third party while knowing that all or a portion of the payment will go directly or indirectly to a foreign official. If you have reason to believe that an agent may be making illegal payments or if circumstances are such that you should have known that the agent was acting improperly, then you could be deemed as having "knowledge" and be liable for the agent's violations. If the agent's fees appear too high for the work performed, or if commissions are requested in cash only or to be paid indirectly to others, then further investigation may be necessary. Accordingly, employees should diligently satisfy themselves, management and the BMC Legal Department that BMC agents are not likely to make any illegal payments to obtain business.

Employees should inform management of all agent fees. Employees must keep records of all payments to agents in reasonable detail to fairly reflect the transactions.

Company Assets and Resources

Use of Company Assets and Systems
The assets of BMC are to be used for the benefit of the Company and employees should take every precaution to ensure that they are used for legitimate business purposes. Personal use of Company time, equipment, supplies, facilities and systems, or taking Company-owned equipment off Company premises for personal use may be permitted only when approved in advance by appropriate management. Subject to applicable law, BMC reserves the right to monitor BMC systems and there should be no expectation of privacy. BMC employees must follow BMC guidelines for protecting BMC systems including following password guidelines and incorporating BMC approved virus protection.

Theft and Fraud
BMC does not tolerate theft or fraud of any kind and investigates and prosecutes offenders. Fraud is defined as an act or acts of deception that could result in gain, profit or advantage to an employee, or harm or loss to another person or entity.

All employees are required to report suspected theft or fraudulent acts within BMC using the methods described in the section "Reporting Concerns/Receiving Advice".

Copyrights, Patents and Trademarks
You are expected to follow the guidelines on the BMC Legal Department Site relating to the protection of intellectual property, including BMC's works of authorship (protected by copyrights), BMC's inventions (protected by patents) and third-party and BMC trademarks. Employees are prohibited from making unauthorized copies or use of other people's or company's documents or materials, whether written or electronic, or computer software, regardless of whether copyrighted or not. BMC owns all inventions, discoveries, ideas, works of authorship and trade secrets created by employees on the job or created using BMC's assets.

Confidential Information
Confidential information consists of non-public information, owned by BMC or entrusted to BMC by its owner, that if improperly used or disclosed could adversely affect BMC's or its owner's competitive advantage. Confidential, trade secret or proprietary information ("confidential information") is a valuable asset and the protection of confidential information is crucial to the success of BMC. Confidential information can be tangible or intangible and includes, but is not limited to:

*       Source code and other proprietary attributes of our software

*       Future business ideas and concepts

*       Features of unreleased products, schedules and launch strategies

*       Product passwords and licensing keys

*       Network and systems access passwords

*       Financial data not yet available to the public

*       Information relating to pending acquisitions and joint ventures

*       Production, marketing and sales forecasts

*       Pricing and sales strategies

*       Personally Identifiable Information ("PII") of employees, contractors, partners, customers, clients of customers, sales prospects and others gathered in the normal course of business

*       Customers’ names and their product needs

*       Employment data, personnel files, wage and salary data and employee medical records

*       Organizational charts and organizational changes

*       Operational strategies

*       Security procedures

*       Any other information that has value, provides BMC a competitive advantage and is not generally available to the public

Protecting our customers', suppliers' and partners' confidential information is often required by law and is essential to maintaining BMC's reputation and relationship with them. It is the policy of BMC to protect the confidential information of other companies entrusted to BMC. Contact the BMC Legal Department before disclosing any other party's confidential information to any person or entity outside of BMC.

Disclosing Confidential Information Properly
Often BMC business requires that BMC confidential information be shared with people outside the Company. The BMC Legal Department has produced confidentiality agreements to use with vendors, customers, consultants, partners, contractors and other trade parties. Employees are responsible for ensuring these agreements are signed and properly executed before divulging BMC confidential information to these outside parties. Refer to the BMC Legal Department Site for forms and instructions. BMC's confidential information can only be disclosed to people outside of BMC when these agreements are in place.

Information Protection Laws
Most countries now have laws governing trade secrets and confidential information. In the United States, the Economic Espionage Act of 1996 makes the unauthorized taking of a company's trade secrets for the economic benefit of anyone other than the owner a serious crime. The law is very broad in protecting company trade secrets and confidential data.

Travel and Entertainment
All BMC employees are required to ensure that their business travel is intended to further BMC business interests, and that travel and entertainment expenditures are reasonable, prudent and in accordance with the corporate Travel and Expense Policy.

Political Contributions and Activities
Although employees are encouraged to be socially responsible and politically active, BMC employees may not contribute funds, assets or services for or on behalf of BMC to any political candidates, party, charity or similar organizations, unless such contribution is expressly permitted by law and authorized by BMC.

Community and Government Relations
BMC is committed to creating strategic partnerships with community organizations.
BMC employees sometimes receive requests from charities for contributions, such as requests for donations of computer equipment, cash donations or the purchase of tickets for fund-raising events. All charitable contributions on behalf of BMC should be directed through the Community and Government Relations Department.

Lawsuits, Legal Proceedings and Investigations

Employees are required to fully cooperate in internal BMC investigations and audits conducted by authorized BMC personnel and consultants, including representatives from Legal, Compliance & Ethics, Internal Audit, Security and Human Resources.

Lawsuits, legal proceedings and investigations by government or regulatory agencies involving BMC must be handled promptly and in an appropriate manner. All such matters must be brought immediately to the attention of the BMC Legal Department. All external requests for information must be forwarded to the BMC Legal Department, which will oversee information gathering and coordinate the necessary response to the requesting party. Relevant records must be promptly turned over to the BMC Legal Department upon request.

Employees should be direct, honest and truthful in all matters, including discussions with the BMC Legal Department and authorized representatives of governmental agencies. Employees must not conceal, destroy or alter any documents; lie or make misleading statements; or conceal material information from investigators.

Employees are to avoid discussing any lawsuit or investigation with anyone inside or outside of BMC without prior approval of the BMC Legal Department. Investigations are conducted in compliance with governing laws and regulations and are applicable to BMC policies.

Changes to or Waivers to the Code

Changes to or waivers from the Code for a Director or Executive Officer may be made only by the Board of Directors or a Board committee (with respect to a Director, the disinterested members of the Board or a Board committee) and must be promptly disclosed as required by law or stock exchange regulations.