CODE OF CONDUCT FOR VENDORS AND SERVICE PROVIDERS

Last Updated: March 31, 2023

1. Introduction

Corporate integrity, responsible sourcing, and the safety and wellbeing of workers across the global supply chain are of paramount importance to Avetta, LLC and its affiliates and subsidiaries (collectively, “Avetta,” “we,” or “us”). These core principles are reflected in this Code of Conduct for Vendors and Service Providers (“Code”), which outlines Avetta’s expectations of vendors and other third-party resources performing services to Avetta.

In this Code:

Vendor: means a company, partnership or individual that provides goods or services to Avetta.

Associates: means Vendor’s suppliers, agents and subcontractors who are involved in Avetta’s supply chain.

2. Who Must Comply With This Code?

Every Vendor must comply with this Code and must ensure that its workers are aware of this Code and comply with it.

In addition, every Vendor must ensure that its Associates comply with the applicable provisions of this Code.

3. Standards of Compliance

In carrying out its agreement(s)/commercial arrangements with Avetta, Vendor must comply with the standards set out in this Code and all applicable laws and regulations where it operates.

If there is a conflict between any applicable laws or regulations, the provisions of an agreement with Avetta, and the provisions of this Code, Vendor shall meet the most stringent standard.

4. Updating this Code

Avetta may update and revise this Code from time to time to reflect best practices and our own policies.

5. Workforce Issues

1. Slavery, Human Trafficking and Child Labour. Vendor shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force in any part of its supply chain. This includes, but is not limited to, not supporting or engaging or requiring any forced labor, the use of child labor, bonded labor, indentured labor, or prison labor.
2. Human Rights. Vendor shall comply with all internationally recognized human rights, being understood, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organization's Declaration on Fundamental Principles and Rights at Work from time to time in force.
3. Equal Opportunities. Vendor shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any employment practice on the basis of race, color, national origin, gender, gender identity, sexual orientation, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker's ability to perform the job subject to any accommodations required or permitted by law.
4. Freedom of Association and Collective Bargaining. Vendor shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining.
5. Working Environment. Vendor shall:
   
   1. provide a safe, healthy, and sanitary working environment and comply with all applicable health and safety laws and any other relevant laws where it operates; and
   2. not support or engage in, or require any hazardous labor to be performed by any person under the age of 18. Hazardous labor involves any work, that by its nature or the circumstances in which the work is undertaken, involves the substantial risk of harm to the safety or health of the worker if adequate protections are not taken.
6. Wages and remuneration. Vendor must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of:
   
   1. the minimum wage and benefits established by applicable law;
   2. collective agreements;
   3. industry standards; and
   4. an amount sufficient to cover basic living requirements.

6. Information Security and Data Protection

1. Without prejudice to any agreement(s) between Avetta and Vendor, Vendor shall have in place appropriate measures to:
   
   1. protect the integrity and confidentiality of information (including information belonging to or supplied by Avetta) held on its systems (which include physical and online or electronic systems); and
   2. ensure that there is no unauthorized access to the information by third parties, including its Associates.
2. Vendor shall comply with all data protection laws and requirements when processing any personal data on Avetta’s behalf.

7. Environmental Responsibility

1. Vendor shall ensure that:
   
   1. its operations comply with all applicable environmental laws, including laws and international treaties relating to (but not limited to) waste disposal, emissions, discharges and hazardous and toxic material handling;
   2. the goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all environmental laws and treaties; and
   3. it will only use packaging materials that comply with all applicable environmental laws and treaties.

8. Bribery and Corruption

1. Vendor must maintain the highest ethical standards and shall comply with all applicable laws, statutes, codes, and regulations relating to the prevention of bribery and corruption. To that end, Vendor shall not accept, offer, promise, pay, permit or authorize:
   
   1. bribes, facilitation payments, kickbacks or illegal political contributions;
   2. money, goods, services, gifts entertainment, employment, contracts or other things of value, in order to obtain or retain an advantage; or
   3. any other unlawful or improper payments or benefits.

9. Unfair Business Practices

1. Vendor shall comply with all applicable competition laws including but not limited to those relating to teaming and information sharing with competitors, price fixing, and rigging bids.

10. Sourcing and Managing of Associates

1. When assessing Vendor's performance against the requirements set out in this paragraph 10, Avetta shall consider the risk profile of the transaction, Vendor's ability to comply with the requirements, and the consequences where Vendor fails to meet those requirements.
2. Vendor shall carry out appropriate due diligence of its prospective Associates that will form part of Avetta's upstream supply chain. As a minimum, the due diligence should include the following:
   
   1. investigations into prospective suppliers' stance, public statements, and actions on human rights, treatment of workers, bribery, ethical behavior and environmental outlook; and
   2. risk assessments for countries from which materials, components, or finished goods are sourced.
3. Vendor shall communicate the requirements and expectations of this Code internally and externally to relevant parties, including Associates.
4. Where appropriate, relevant training and guidance will be given to employees of Vendor to support implementation of this Code.

11. Self-Monitoring, Proof of Compliance and Audit

1. Vendor shall monitor its compliance with this Code and shall report any violations (actual or suspected) of this Code as soon as possible to [email protected].
2. Vendor shall not retaliate or take disciplinary action against any Vendor employee or Associate that has, in good faith, reported violations of this Code or questionable behavior, or who has sought advice regarding this Code.
3. Avetta may conduct audits to verify Vendor's compliance with this Code. Avetta has no obligation to conduct such audits.

12. Breach, Remediation and Termination

1. Where Avetta becomes aware of any violation (actual or prospective) by Vendor or its Associates of this Code, Avetta may:
   
   1. immediately upon written notice terminate its commercial relationship (including any purchase orders and contracts) with Vendor; or
   2. require Vendor to produce a remediation plan that will lead to compliance with the Code, and present it to Avetta promptly, and in any event within 28 days of being requested to do so. If Vendor fails to produce the remediation plan within this timeframe or fails to implement it within a reasonable time, Avetta may immediately upon notice terminate the commercial relationship with Vendor (including any purchase orders and contracts between them).