Business Behavior Code Template

Business Behavior Code Template

WHEREAS

WHEREAS, Business Name: is engaged in the operation of its business and desires to adopt a formal code of behavior to govern interactions among employees, agents, contractors and representatives;

WHEREAS, Purpose: — the parties intend that this Business Behavior Code (the "Code") articulate standards, compliance obligations and enforcement mechanisms applicable to covered persons;

WHEREAS, Effective Date: — the Code will govern conduct from the Effective Date forward unless otherwise terminated as set forth below.

Scope of Work

This Code sets forth binding standards of conduct for individuals and entities subject to the Code's application. It includes required behaviors, prohibited conduct, reporting obligations, and corrective measures. The Code applies to employees, officers, directors, contractors, temporary workers and agents as further described in the Scope of Work below.

Standards of Conduct

Covered persons shall at all times:

(a) Act with integrity, honesty and fairness in all business dealings; (b) comply with applicable laws and company policies; (c) avoid conflicts of interest; and (d) protect confidential and proprietary information.

Reporting, Investigation and Enforcement

All suspected violations must be reported promptly through designated channels. Reported matters will be investigated in a timely, impartial and confidential manner. Remedies for confirmed violations may include counseling, disciplinary action up to termination, restitution, and legal action where appropriate.

Payment Terms

Compensation for services associated with implementation, training or auditing of the Code shall be paid in accordance with the following terms.

Term and Termination

This Code shall commence on the Start Date and shall continue in effect until the End Date or until terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Code for convenience upon written notice in accordance with the Notice Period. Termination for cause may be immediate where a material breach is reasonably determined.

Confidentiality

Each party shall maintain confidentiality of proprietary information and trade secrets disclosed in connection with the Code. Confidential information does not include information that is (i) publicly known through no breach by the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of confidential information, or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Governing Law

This Code shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to conflict of law principles.

Entire Agreement

This Code, together with any appended schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment shall be effective except by a written instrument signed by authorized representatives of both parties.

Acknowledgement and Certification

By signing below, the undersigned certify that they are authorized to bind their respective party, that they have read and understand this Code, and that they agree to adhere to its terms and to take reasonable steps to ensure compliance by those under their supervision.

Party Information

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