Business Parter Code of Conduct

Overview

These Business Partner Standards of Conduct (“Standards”) state Manatal own commitments and its expectations of its business partners.

1. Integrity and Compliance with Laws Anti-Corruption

Business partners must not permit or engage in any unethical practices, corruption, extortion, or bribery – whether they are working with government officials or solely in the private sector. Business partners must not offer, give, or authorize any gift, loan, fee, reward, bribe, or other advantage to any customer, government official, government employee, or Manatal employee to improperly influence any action or decision. Business partners must follow applicable international anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Business must comply, where applicable, with 31 U.S.C. 1352 (concerning payments to influence federal transactions) or the Procurement Integrity Act (Subsection 27(a) of the Federal Procurement Policy Act, (42 U.S.C. 423) as amended by Section 814 of Public Law (101-189) to obtain information or to secure business for itself or others.

2. Fair Competition

While Manatal competes vigorously in all of its business activities, it is committed to dealing fairly with customers and competitors. Business partners must never propose, discuss, exchange information regarding, or enter into an understanding or agreement, with any competitor concerning:

• Manatal’ costs, prices, discounts or other terms or conditions of sale;
• Manatal’ profits or profit margins;
• Manatal’ allocation of product, customers, markets, or territories;
• Manatal’ limitations on production or supply;
• Boycotts of Manatal’ business by customers or suppliers; or
• Bids or the intent to bid on Manatal products and/or services.

3. Honest and Accurate Dealings

Business partners must not make any false representations in connection with any Manatal transaction including, but not limited to, oral misrepresentations of fact or the promotion or utilization of false documentation such as non-genuine customer purchase orders, fraudulent or forged contracts, forged letters of destruction or any other false or inaccurate records.

4. Conflicts of Interest.

Business partners must avoid activities that create or appear to create actual or potential conflicts of interest between their own interests and the interests of Manatal. Manatal business partners must not offer or provide gifts or excessive hospitality or entertainment to any Manatal employee or customer or their families to obtain or retain business or to influence a decision. Manatal employees and their family members may not hold any significant economic interest in any entity that does business with Manatal, and business partners are required to avoid such relationships with Manatal employees. Business partners may not engage in reselling to a government customer when the business partner has already provided consulting services to the government customer advising on the procurement of services that Manatal provides. Manatal business partners must proactively raise actual or potential conflicts of interest with Manatal so that the situation can be evaluated and addressed appropriately.

5. Export Controls

U.S. and international trade laws control (a) where Manatal may send or receive its products and services, and (b) to whom Manatal may sell its products and services. Business partners must not engage in any transactions or dealings, directly or indirectly, with any individuals or entities that are (i) located or residing in any country or territory that is subject to comprehensive U.S. sanctions (including Crimea, Cuba, Iran, North Korea, and Syria); or (ii) identified on any applicable restricted or sanctioned parties’ lists (together the “Prohibited Party Lists”). Manatal business partners must strictly comply with applicable international trade laws and regulations.

6. Intellectual Property and Confidential Information

Business partners may only use Manatal’ intellectual property, such as trade secret information, copyrights, patents and trademarks, in a manner permitted under their contract with Manatal and may not misappropriate or infringe the intellectual property rights of others. Manatal business partners must not misuse any trade secrets or proprietary or confidential information of Manatal or of others for their own purposes or disclose such information to unauthorized third parties. Manatal business partners must notify Manatal if they become aware of any unauthorized use of the Manatal intellectual property.

7. Labor Standards

Business partners and their suppliers must only engage in labor practices that comply with applicable laws, including anti-human trafficking laws.

8. Freely Chosen Employment

Business partners and their suppliers must not use forced, bonded, or indentured labor or involuntary prison labor. Business partners must only utilize labor where the individuals performing such labor have freely chosen such employment – their workforce must not be a result of slavery or the trafficking of persons. Business partners and their suppliers should not transport, harbor, or recruit vulnerable persons by means of threat, force, coercion, abduction, or fraud.

9. Labor Conditions

Business partners must:

• Not engage in child labor (the term “child” refers to any person under the minimum legal age for employment where the work is performed);
• Pay applicable legal wages and enable employees to work hours that comply with local laws;
• Comply with applicable safety and health laws, regulations, policies, and procedures and provide working conditions that meet local health and safety standards; and
• Validate and review all relevant documentation prior to employment of a worker to ensure that all employees have the legal right to work in their local.

10. Diversity and Non-Discrimination.

Business partners must not unlawfully discriminate in employment opportunities or practices on the basis of gender, race, color, religion, age, citizenship, sexual orientation, gender identity, gender expression, marital status, pregnancy, national origin, ancestry, physical or mental disability or condition, or any other protected class under applicable laws.

11. Freedom from Harassment

Business partners must never allow unlawful harassment, bullying, or physical punishment in the workplace. This would include any conduct that may foster an offensive or hostile work environment, such as unwelcome or unsolicited sexual advances, threats of physical harm or violent behavior, or use of discriminatory slurs or inappropriate remarks or jokes.

12. Application of Standards

These Standards apply to all business partners, including our distributors, resellers, solution and consulting partners, alliances partners, affiliates partners, suppliers, vendors, and service providers.

13. Raising Issues and Concerns

It is the intention of Manatal to terminate its relationship with any business partner who does not comply with these Standards or who, upon discovery of noncompliance, does not commit to a specific plan to achieve compliance. In addition, violations may be reported to the law enforcement authorities when appropriate. It is our expectation that our business partners will report any violation of laws, rules, regulations, or these Standards in connection with a Manatal transaction or engagement immediately to the Manatal Legal Department. We expect that our business partners will not retaliate against anyone who, in good faith, reports a violation or suspected violation or assists in an inquiry into such a report.