Khushii USA Inc.

Pt VI, Line 12C

“KHUSHII USA INC. (FEIN: 92-0885255) Form 1023 PART V - STATEMENT 2 Conflict of Interest Policy I. Application of Policy This policy is intended to supplement, but not replace, federal and state laws governing conflicts of interest applicable to nonprofit corporations such as Khushii USA Inc. (Khushii). This policy applies to Board of Trustees, Board of Directors and staff with significant decision-making authority (collectively Officers). Persons covered under this policy, as well as their relatives and associates, are hereinafter referred to as interested parties. II. Conflict of Interest A conflict of interest may exist when the interests or concerns of an interested party may be seen as competing with the interests or concerns of Khushii. There are many situations that raise conflict of interest concerns including, but not limited to, the following: A. Financial Interests - A conflict may exist where an interested party directly or indirectly benefits or profits as a result of a decision, policy or transaction made by Khushii. Examples include situations where: Khushii contracts to purchase or lease goods, services, or properties from an interested party. Khushii offers employment or compensation to an interested party or an entity with which the interested party has a direct or indirect financial interest, other than a person who is already employed by Khushii. An interested party is provided with a gift, gratuity, or favor of a substantial nature from a person or entity that does business or seeks to do business with Khushii. An interested party is gratuitously provided use of the facilities, property, or services of Khushii. Khushii adopts a policy that financially benefits an interested party. A financial interest is not necessarily a conflict of interest. A financial conflict of interest exists only when the Board of Directors or Board of Trustees decides a person with a financial interest has a conflict of interest. B. Other Interests - A conflict also may exist where an interested party obtains a non-financial benefit or advantage that he/she would not have obtained absent his/her relationship with Khushii. Examples include where: An interested party seeks to obtain preferential treatment by Khushii or recognition for himself/herself or another interested party. An interested party seeks to make use of confidential information obtained from Khushii for his/her own benefit (not necessarily financial) or for the benefit of another interested party. An interested party seeks to take advantage of an opportunity or enables another interested person or other organization to take advantage of an opportunity that he/she has reason to believe would be of interest to Khushii. Khushii adopts a policy that provides a significant non-financial benefit to an interested party. Unless otherwise provided by law, a conflict of interest exists only when the Board of Directors decides there is a conflict. III. Disclosure of Potential Conflicts of Interest An interested party is under a continuing obligation to disclose any potential conflict of interest as soon as it is known or reasonably should be known. An interested party shall complete the Questionnaire attached as Appendix A to fully and completely disclose the material facts about any potential conflicts of interest. The disclosure statement and Affirmation of Compliance (Appendix B) shall be submitted upon his/her association with Khushii and shall be reviewed annually thereafter. An additional disclosure statement shall be filed whenever a potential conflict arises. Disclosure statements will be submitted as follows. For Board members, the disclosure statements shall be provided to the Chair of the Board. The Chairs disclosure statement shall be provided to the Secretary of the Board or its equivalent. Copies also shall be provided to the Executive Director of Khushii. In the case of Officers, the disclosure statements shall be provided to the Chairman, or otherwise if there is”