Vendor Code of Conduct

STATEMENT OF POLICY

This Vendor Code of Conduct (“VCOC”) is the standard of business practice that applies to all Vendors of VASCOR, Ltd. and its group of companies (collectively referred to herein as “VASCOR”). VASCOR expects its Vendors to share its commitment to achieving the standards of conduct and integrity in its business dealings. By “Vendor,” VASCOR means any company, corporation, firm or individual that provides products or services to VASCOR and/or VASCOR’s customers, including without limitation the Vendor’s employees, agents and subcontractors. Our VCOC outlines VASCOR’s expectations with respect to its sourcing including a commitment to human rights, compliance with laws, health and safety, environmental compliance, and business ethics.

GENERAL PRINCIPLES AND STANDARDS OF CONDUCT

VASCOR requires all Vendors to comply with this VCOC and to communicate these expectations by adopting policies, procedures, and training to uphold these standards within the Vendors’ business operations. VASCOR is committed to working with and supporting our Vendors to comply with this VCOC. By acceptance of any commercial relationship with VASCOR, Vendor hereby acknowledges its acceptance of this VCOC and agrees to comply with these requirements.

(I) COMPLIANCE WITH LAWS AND VASCOR WORKPLACE POLICIES

All Vendors shall conduct their business activities in full compliance with all applicable federal, state, and local laws and/or regulations.

1. Child Labor

VASCOR does not tolerate any form of abusive or illegal child labor in our supply chain.  Vendor shall prevent child labor in its operations and is encouraged to participate in efforts to eradicate such practices.

2. Competition & Antitrust Laws

Vendors shall conduct business in full compliance with applicable antitrust and fair competition laws. Vendors shall avoid unlawful agreements or understandings that improperly limit the supply or affect the price of goods or services provided to, or offered by, VASCOR. VASCOR does not tolerate any form of abusive or illegal labor. All forms of forced labor and human trafficking are prohibited.

3. Human Trafficking

VASCOR does not tolerate any form of abusive or illegal child labor in our supply chain. Vendor shall prevent child labor in its operations and is encouraged to participate in efforts to eradicate such practices.

4. Gifts & Entertainment

Vendors acknowledge that VASCOR’s employees are prohibited from accepting anything more than occasional and modest gifts from Vendors, including meals and entertainment. Vendors are not authorized to give or receive gifts, hospitality or entertainment on VASCOR’s behalf.

5. Data Protection

Vendors shall comply with all applicable data privacy laws and regulations. Vendors who are engaged in collecting, processing or controlling personal data on behalf of VASCOR must comply with VASCOR’s corporate rules and policies relating to such services and shall prevent the improper and unauthorized use or dissemination of such data.

6. Workplace Rules

While visiting or performing work on VASCOR’s premises, Vendor shall behave in a professional and respectful manner and shall comply with VASCOR’s safety rules and anti-harassment policies.

7. Anti-Money Laundering & Counter Terrorism Financing

Vendors shall comply with all applicable Anti-Money Laundering and Counter Terrorism Financing laws and regulations. Vendors shall not knowingly participate in a scheme to launder money related to criminal or terrorist activity. Vendor shall not directly or indirectly do business with any person included on any lists of terrorists or terrorist organizations compiled by the Unites States or any other national or international organization. Vendors are committed to conduct business with customers and suppliers involved in legitimate business activities and whose funds are derived from legitimate sources.

(II) BUSINESS PRACTICES

Vendors must be committed to the highest standards of legal and business conduct when dealing with their employees, suppliers, and customers, including VASCOR.

1. VASCOR Property

Vendors undertake not to convert and/or unlawfully appropriate the property of VASCOR, property bailed or sub-bailed to VASCOR and/or property belonging to VASCOR’s customers and/or sub-contractors.

2. Accurate Business Records

Vendors shall maintain accurate and timely financial and accounting records of all transactions related to their business with VASCOR and retain them as required by applicable law, but in no case less than 3 years. No accounting or financial entry shall be made that conceals or disguises the true nature of any transaction or record.

3. Confidential Information

Vendors shall protect VASCOR’s confidential information and shall not share them with any third party unless authorized to do so in writing by VASCOR.

4. Intellectual Property

Vendors shall protect VASCOR intellectual property in a manner consistent with the law and respect valid patents.

5. Honest & Legal Conduct

Vendors undertake not to engage in any conduct which would, under any applicable law, constitute willful misconduct, a criminal offence and/or tortious deceit.

(III) ETHICAL PRINCIPLES AND CONFLICT OF INTEREST

Vendors shall conduct their business in a manner to confirm to the highest level of ethical business behavior. Vendors should avoid unfair practices and any conflict of interest or appearance of conflict of interest in all their dealings.

(IV) HEALTH AND SAFETY

Vendors shall provide a safe and healthy working environment for their employees. Vendors shall maintain and enforce anti-drugs and alcohol policies.

(V) EMPLOYMENT

Vendors shall be in compliance with all applicable laws relating but not limited to wages, working hours, conditions, and prohibition on child labor.

Vendors shall not engage in discrimination or harassment based on race, color, age, gender, gender identity, sexual orientation, national origin, ethnicity, disability, pregnancy, religion, veteran status, political affiliation, union membership or marital status in hiring and employment practices.

Vendors shall not prohibit freedom of association and collective bargaining.

(VI) VENDOR MANAGEMENT

All Vendors shall maintain appropriate and meaningful compliance policies and programs consistent with this VCOC. Vendors will be required to acknowledge in writing that they understand and will comply with this VCOC.

VASCOR shall have the right to audit Vendors’ compliance at a mutually agreed time and place, and Vendors shall extend full cooperation to VASCOR in such event.

(VII) ENVIRONMENTAL COMPLIANCE

Vendors shall operate in an environmentally responsible and efficient manner to minimize adverse impacts on the environment and shall comply with all applicable environmental regulations.

CONSEQUENCES OF BREACH

In the event that the Vendor is in breach of any term of this VCOC, VASCOR shall have, at its sole option, without prejudice to VASCOR’s rights and remedy at law and at equity the right to terminate the contract(s) with the Vendor upon written notice to the Vendor within thirty (30) days of VASCOR becoming aware of the breach.

VASCOR ETHICS REPORTING RESOURCE

If you wish to report questionable behavior or a possible violation of this VCOC, you are encouraged to work with your primary VASCOR contact in resolving your concern. If that is not possible or appropriate, please report any violations online at apllemployeehotline.ethicspoint.com or by calling 844-765-6703.

VASCOR will maintain confidentiality to the extent possible and will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or reported questionable behavior or a possible violation of this Vendor Code of Conduct.