MatrixOne - Company - Investor Relations

At MatrixOne we have established ourselves as a leader in providing collaborative Product Lifecycle Management technology, products and services. Our quest for ongoing success requires that we continue to perform our business ethically, honestly and with integrity. These core values are the foundations upon which we build our culture within the Company and our reputation with our customers, business partners, investors and all other outside parties.

The success and reputation of our Company is dependant upon the actions each and everyone of us undertakes every day. Here at MatrixOne we have a reputation as an honest and ethical organization which has been achieved by applying consistently high standards in all our relationships. To protect our corporate culture and our Company's reputation, it is essential that all employees have a commitment to adhering to a common set of business values and standards.

The purpose of the MatrixOne Code of Business Conduct and Ethics is to establish the standards of business conduct for every director, officer, and employee of the Company. Our corporate standards must demonstrate honesty and integrity in everything we do. With all of us practicing the highest standards of conduct in all aspects of our business relationships we will strengthen our Company and ensure our long-term success.

MatrixOne requires you to become intimately familiar with the contents of this Code and to apply these standards to your daily working lives. We do business in highly competitive and fast-moving markets where our course of conduct may be challenged. While these standards cannot anticipate every situation which may pose an ethical or moral issue, we expect all MatrixOne employees to use sound judgment and to choose the course of action that is consistent with our code of Business Conduct and Ethics.

To that end, the Board of Directors of MatrixOne has adopted this Code of Business Conduct and Ethics. You are expected to review and understand the Code and comply with the guidelines set forth within it. Failure to comply with the Code will result in appropriate disciplinary action.

The effectiveness of this Code depends in part on the cooperation of all directors, officers, and employees in promptly disclosing to the designated persons any conduct believed to violate the standards described in this Code. The Company has established procedures to ensure that you may report any suspected violations anonymously. The Company expressly prohibits retaliation of any kind against anyone who reports suspected misconduct, unless it is determined that the report was made with knowledge that it was false.

The Company seeks to foster a culture of compliance with applicable laws, rules, and regulations and the highest standards of business conduct. Everyone at the Company shall promote this culture of compliance. Suspected violations of this Code or applicable laws, rules or regulation must be reported, and the Company will take appropriate steps to investigate them internally. Violators shall be subject to discipline, as deemed appropriate by the Company in its sole discretion, including immediate termination.

This Code is neither a contract nor a comprehensive manual that covers every situation you might encounter. This Code creates no contractual rights. If you have any questions about the provisions of this Code, or about how you should conduct yourself in a particular situation, you should consult your supervisor or department head or the Company's General Counsel.

MatrixOne has an open door policy to encourage you to share any concerns you may have that arise under this Code. You may bring these issues to your supervisor or department head or you may contact the Company's General Counsel. We hope that your involvement in this process will be a positive experience for you as we work together to prevent or eliminate any unethical or illegal practices that you bring to the Company's attention.

MatrixOne is committed to compliance with applicable laws, rules, and regulations. MatrixOne also maintains separate, detailed policies regarding such matters as insider trading and fair employment practices that can be obtained through the Company's Human Resources Department and online via MatrixOne's intranet.

Each and every director, officer, and employee must comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them. Questions or concerns about compliance issues should be raised by any of the means indicated under "Reporting and Enforcement Mechanisms" below.

If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter directly by any of the means indicated under "Reporting and Enforcement Mechanisms" below. While it is the Company's desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

The Company relies upon you to act fairly, honestly, and in good faith in any dealings on behalf of the Company with any of its customers, suppliers, competitors, employees, and all others. Statements regarding the Company's products and services must not be untrue, misleading, deceptive or fraudulent. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy, which is available online via MatrixOne's intranet.

If you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the General Counsel before making any such purchase or sale.

Only certain Company employees are authorized to sign contracts on behalf of the Company. Before signing any document that commits the Company in any way - whether a Non-Disclosure Agreement, license agreement, services agreement or any other agreement - you must ensure that the Company's legal department has reviewed and approved the document and you have the required signing authority. If you are unsure whether you have authority to sign, please contact the Company's legal department. If you have been authorized to sign documents on behalf of the Company, you may not delegate this authority to another employee without the approval of the Company's CEO, CFO or General Counsel.

Our reputation for integrity is dependent upon ensuring that we keep our promises and thus the Company takes its contractual obligations very seriously. When negotiating an agreement with a third party, you are expected to ensure that all statements, communications and representations you make on behalf of the Company are truthful and accurate, and that you share all information with fellow employees of the Company who have a need to know. You are expected to know, understand and honor the terms of the Company's contracts with respect to those customers and business partners with whom you are required to interact.

You must maintain the confidentiality of sensitive business, technical, or other information entrusted to you by the Company, its customers, or business partners, except when disclosure is authorized or legally mandated. This obligation survives even if you leave the Company. You must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of your Company duties and after an appropriate confidentiality agreement is in place. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.

It is critical that you familiarize yourself with the promises we have made in our agreements with our customers and business partners regarding what constitutes confidential information and what steps must be taken to preserve the confidential information of these parties. The terms and conditions are often different in these agreements. Generally speaking, confidential information includes all non-public information that might be of use to competitors or harmful to the Company, its customers, or business partners if disclosed. The best practice is to assume that all information shared with you by a customer or business partner is confidential and should not be shared with anyone other than other MatrixOne employees or permitted contractors who have a need to know the information in connection with the performance of services for the other party. Be particularly careful not to discuss information regarding the Company or our customers and business partners in public places where you may be overheard. This obligation is in addition to the requirements of any confidentiality agreement that you may have entered into with the Company.

The President and Chief Executive Officer of the Company has granted authority to select employees within the Company to represent the Company in its dealings with financial analysts, industry analysts, the press, and outside legal counsel. Unless you have been expressly granted such authority, you are prohibited from representing the Company with financial analysts, industry analysts, the press and outside legal counsel. All requests you receive from the press and industry analysts should be directed to the Company's public relations department. Requests you receive from financial analysts should be directed to the investor relations department. Outside legal counsel should be directed to the Company's General Counsel.

Employees, officers and directors must act in the best interests of the Company. You must ensure that any financial, business, or other activities in which you are involved outside the workplace are free of conflicts with your responsibilities to MatrixOne. A "conflict of interest" may occur when your private interest in any way interferes- or even appears to interfere - with the interests of the Company. A conflict situation can arise when a person has interests that may impair the objective performance of his or her duties to the Company. Conflicts of interest may also arise when a person (or his or her family member) receives improper personal benefits as a result of his or her position in the Company.

You must disclose any matter that you believe might raise doubt regarding your ability to act honestly and objectively and in the Company's best interest. The following is a non-exhaustive list of examples of situations involving potential conflicts of interest that should be disclosed:

Directors and officers shall disclose any actual or apparent conflict situation to the Audit Committee and the Company's General Counsel. Employees who are not officers shall disclose all such situations of which they are aware to an appropriate supervisor or department head, or to the Senior Vice President, Human Resources, or to the General Counsel. All supervisors and department heads who receive such reports must forward them promptly to the General Counsel.

MatrixOne directors must obtain approval from the Board of Directors before accepting any position as an officer or director of any outside business concern or entity that has a business relationship with MatrixOne, or that is now or is foreseeably expected to become a competitor of MatrixOne. MatrixOne officers and employees must obtain necessary approvals before accepting (i) any position as an officer or director of an outside business concern, or (ii) any position as an officer or director of a not-for-profit entity if there is or may be a Company business relationship with the entity or an expectation of financial or other support from the Company. MatrixOne officers must obtain such approvals from the Audit Committee; other employees must obtain such approvals from the General Counsel.

Directors, officers and employees who have obtained such approvals must promptly notify the appropriate persons specified above in the event of any change in the nature of such business concern's or entity's relationship with the Company or if such concern or entity later becomes a competitor of the Company.

You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Thus you may not (i) take for yourself corporate opportunities that are discovered through the use of Company property, information or position, without first offering such opportunities to the Company; (ii) use corporate property, information, or position for personal gain; or (iii) compete with the Company. MatrixOne directors and officers must adhere to their fundamental duties of good faith, due care, and loyalty owed to all shareholders, and to act at all times with the Company's and its shareholders' best interests in mind.

You must protect and seek to ensure the efficient use of Company assets. You should protect against the improper disclosure, theft, or misuse of the Company's intellectual and physical property.

The Company's assets should be used only for the Company's legitimate business purposes and not for any personal benefit or the personal benefit of anyone else. The content of the Company's electronic communication infrastructure (e-mail, voicemail, Internet access) is not protected by any right of personal privacy, and the Company can access and monitor it at any time without notice.

MatrixOne strives to ensure that all business records and financial reports are accurate, complete, understandable, and not misleading. The Company is committed to complying with applicable laws requiring the fair and timely disclosure of material information and ensuring the accuracy of publicly disseminated information. All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company's accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. MatrixOne maintains internal controls and procedures designed to provide reasonable assurance of the safeguarding and proper management of the Company's assets; the reliability of its financial reporting in compliance with generally accepted accounting principles; and compliance with applicable laws and regulations.

The Company is committed to maintaining disclosure controls and procedures designed to ensure that financial and non-financial information is collected, analyzed, and timely reported in full compliance with applicable law. Employees, officers and directors must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company's ability to meet legal and regulatory obligations.

If you obtain information causing you to believe that the Company's books or records are not being maintained, or that its financial condition or results of operations are not being disclosed, in accordance with these controls and procedures, you must report the matter directly by any of the means indicated under "Reporting and Enforcement Mechanisms" below.

No employee, officer or director shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the Company's financial statements or the preparation or filing of any document or report with the SEC. No employee, officer or director shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company's financial statements.

MatrixOne is committed to providing a work environment that is free from all forms of discrimination and conduct that can be considered harassing, coercive, or disruptive, including sexual harassment. Actions, words, jokes, or comments based on an individual's sex, race, color, national origin, age, religion, disability, sexual orientation, or any other legally protected characteristic will not be tolerated.

Unwelcome sexual advances (either verbal or physical), requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment when: (1) submission to such conduct is made either explicitly or implicitly a term or condition of employment; (2) submission or rejection of the conduct is used as a basis for making employment decisions; or (3) the conduct has the purpose or effect of interfering with work performance or creating an intimidating, hostile, or offensive work environment.

If you experience or witness sexual or other unlawful harassment in the workplace you should report it immediately to your supervisor or department head. If the manager is unavailable or you believe it would be inappropriate to contact that person, you should immediately contact the Human Resources Department or any other member of management. You can raise concerns and make reports without fear of reprisal or retaliation.

All allegations of sexual harassment will be investigated. To the extent possible, your confidentiality and that of any witnesses and the alleged harasser will be protected against unnecessary disclosure. When the investigation is completed, you will be informed of the outcome of the investigation.

Any manager who becomes aware of possible sexual or other unlawful harassment must immediately advise the Human Resources Department or any member of management so it can be investigated in a timely and confidential manner. Anyone engaging in sexual or other unlawful harassment will be subject to disciplinary action, up to and including termination of employment.

Frequently, a supervisor or department head will be in the best position to resolve the issue quickly. However, you may also raise any question or concern with the General Counsel. You may do so orally or in writing.

Employees may also report concerns about a possible violation of the Code or applicable law anonymously to the General Counsel or the Chair of the Audit Committee, as follows:

If to the General Counsel:

The Company also provides a confidential, anonymous hotline at 1-888-475-8376 which is a toll-free call if placed within the United States and will be answered 7 days a week, 24 hours a day.

All officers, supervisors, department heads and others who receive communications that contain concerns about a possible violation of the Code or applicable law are required to provide them to the General Counsel or to the Chair of the Audit Committee. Any such communications regarding the General Counsel should be provided directly to the Chair of the Audit Committee.

The Company will not tolerate retaliation in any form against any person who reports suspected misconduct, unless it is determined that the report was made with knowledge that it was false, or who is involved on the Company's behalf in investigating or helping to resolve any such issue. Anyone found to have retaliated against another employee for any such conduct may be subject to discipline, including immediate termination. If you believe you have been subjected to such retaliation, you should report the situation as soon as possible to the Human Resources Department, or to the General Counsel.

MatrixOne is committed to taking prompt and consistent action in response to violations of this Code. Any covered person who violates the Code is subject to disciplinary action, including immediate termination. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, including immediate termination. The Company will promptly investigate reports of suspected violations. It will evaluate suspected violations on a case-by-case basis and apply an appropriate sanction, including, in its sole discretion, reporting the violation to authorities.

Only the Board of Directors may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board of Directors, or a Committee of the Board of Directors designated for this purpose, for its consideration. Any waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors will be disclosed as required by law or stock exchange regulation.

DISSEMINATION

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms.

The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found online via MatrixOne's intranet.

This document is not an employment contract between the Company and any of its employees, officers or directors.

I have received a copy of MatrixOne's Code of Business Conduct and Ethics (the "Code") and acknowledge I have read and understand its contents.

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___ I certify that I have complied with the Code as in effect prior to the date hereof (if I am not a new employee) and that I will continue to comply with the terms of the Code.

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