Business Supplier Code of Ethics

BUSINESS SUPPLIER CODE OF ETHICS

This Business Supplier Code of Ethics (the "Code") is entered into between: Buyer Name: and Supplier Name: effective as of .

WHEREAS

WHEREAS, Buyer engages suppliers to provide goods and services in connection with Buyer’s business operations, and requires those suppliers to adhere to ethical, legal and regulatory standards; and

WHEREAS, Supplier represents that it will supply goods and/or services in accordance with the Scope of Work and the standards set forth in this Code, and Supplier acknowledges that compliance with this Code is a material term of its relationship with Buyer; and

WHEREAS, the parties desire to set forth the ethical standards, reporting obligations, and remedies for noncompliance applicable to the Supplier's performance.

SCOPE OF WORK

STANDARDS OF CONDUCT

Supplier shall at all times conduct its business in a lawful, honest and ethical manner. Supplier shall not engage in bribery, kickbacks, facilitation payments, or any corrupt practice to obtain or retain business. Supplier shall maintain accurate books, records and invoices that fairly reflect all transactions and shall not create false or misleading entries.

ANTI-BRIBERY AND ANTI-CORRUPTION

Supplier represents and warrants that it will comply with all applicable anti-bribery and anti-corruption laws. Supplier shall implement and maintain appropriate internal controls and training to prevent prohibited conduct, and shall immediately notify Buyer in writing of any request or demand for any undue financial or other advantage.

CONFLICTS OF INTEREST

Supplier shall avoid conflicts of interest in performing services. Supplier shall disclose in writing any actual or potential conflict of interest involving Supplier's personnel, agents, or subcontractors and shall take prompt corrective action to eliminate such conflicts.

LABOR, HEALTH & SAFETY, AND ENVIRONMENT

Supplier shall comply with all applicable labor, health & safety, and environmental laws. Supplier shall not employ forced labor or child labor and shall maintain safe working conditions. Supplier shall implement processes to minimize environmental impact and to comply with applicable environmental permits and standards.

CONFIDENTIALITY

Supplier will keep confidential all non-public information received from Buyer, including trade secrets, technical data and business information ("Confidential Information"). Supplier will not use Confidential Information except to perform the obligations under this Code and will not disclose Confidential Information to any third party without Buyer’s prior written consent. Confidentiality obligations will survive termination for years.

REPORTING, INVESTIGATION, AND AUDITS

Supplier shall establish a mechanism for employees and third parties to report suspected violations confidentially and without retaliation. Supplier agrees to cooperate with any reasonable investigation by Buyer and to permit audits of relevant records and facilities upon reasonable notice.

Supplier agrees to the following audit permission: Supplier agrees to permit audits by Buyer or Buyer’s authorized representative

COMPLIANCE WITH LAWS

Supplier shall comply with all applicable laws, rules and regulations in performing under this Code, including export controls, sanctions, tax, employment and environmental laws. Supplier will maintain all permits and licenses required to perform services and will provide copies upon Buyer’s request.

PAYMENT TERMS

TERM AND TERMINATION

This Code commences on the start date and remains in effect until the end date, unless earlier terminated in accordance with this section. Start Date: . End Date: .

Either party may terminate this relationship for convenience upon days prior written notice. Buyer may terminate immediately for Supplier's material breach of this Code, including but not limited to violations of anti-bribery laws, use of forced labor, or serious safety or environmental violations.

REMEDIES

In addition to termination, Buyer may withhold payment, require corrective action plans, suspend performance, recover damages, and pursue any other remedies available under law or equity for Supplier's breach of this Code.

ENTIRE AGREEMENT

This Code constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, representations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

GOVERNING LAW

This Code will be governed by and construed in accordance with the laws of the jurisdiction indicated by the parties:

REPRESENTATIONS AND CERTIFICATIONS

Supplier represents and certifies that it has the authority to enter into this Code, that all information provided to Buyer is true and complete, and that Supplier will promptly notify Buyer if any representation becomes inaccurate.

By signing below, Supplier acknowledges receipt of this Code, confirms that it has read and understands its obligations, and agrees to comply with all provisions herein.

Sign Now