Vendor & Supplier Code of Conduct

Cendyn Group, LLC, and its subsidiaries (“Cendyn”) value integrity, respect, and responsibility. These principles are prioritized in all aspects of our business, and we expect our vendors and suppliers (“Suppliers”) to also generally value and adhere to these principles. Accordingly, this Supplier Code of Conduct (“Code”) outlines the expectations we have for Suppliers who conduct business with us. All Suppliers are expected to comply with this Code.

1. COMPLIANCE WITH LAWS AND REGULATIONS. Suppliers must comply with all applicable laws and regulations in the jurisdictions where they operate, including but not limited to those related to labor laws, health and safety laws and regulations, environmental protection, and data privacy.
2. ETHICAL BUSINESS PRACTICES. Suppliers must conduct their business with honesty, integrity, and fairness. They should avoid engaging in any form of bribery, corruption, fraud, or other unethical practices, and adhere to the highest standard of ethical conduct in their business practices. Suppliers will not engage in any misleading or deceptive practices, misrepresent their products, services, or make unfair, misleading, inaccurate, or false claims about competitor offerings. Suppliers will also follow the requirements detailed below:
   1. Fair Competition and Antitrust. Suppliers will comply with all applicable competition and antitrust laws and regulations. Suppliers will not discuss or agree with any competitors to fix or control prices, boycott suppliers or customers, coordinate during bidding processes, or divide or allocate markets, territories, products, customers, or suppliers.
   2. Anti-Bribery and Corruption. When evaluating vendors, suppliers, and/or business partners or engaging with Suppliers, Cendyn does not offer or take bribes and we do not permit others to exert undue influence on us. Suppliers will comply with all applicable anti-bribery and anti-money laundering laws and will strictly prohibit all forms of bribery, kickbacks, and other corruption. Suppliers should have their own policies and practices in place that address gift giving and entertainment practices to ensure honesty and transparency.
   3. Business Records and Accounting. Suppliers will accurately reflect their business dealings in their books and records regarding sales (of products, services, or other expenditures) to Cendyn. Suppliers will not engage in false or misleading accounting practices.
   4. Trade and Export Controls. Supplier will strictly comply with all applicable trade laws, including export, import, customs, sanctions, embargoes, boycott, and other trade compliance laws and regulations.
   5. Data Privacy and Security. Suppliers must be aware of and abide by their obligations under applicable data protection laws and regulations. Suppliers must safeguard and handle all data provided by Cendyn (especially personal, sensitive, and confidential information) with utmost care and in compliance with the applicable contract between Cendyn and Supplier. This includes undertaking the following:
      1. Ensuring the confidentiality, integrity, availability, and, to the extent applicable, accuracy of data.
      2. Implementing appropriate technical and organizational measures to protect data against unauthorized access, disclosure, alteration, or destruction.
      3. Not using, accessing, or disclosing Cendyn’s data for any purpose other than fulfilling Supplier’s obligations to Cendyn in accordance with Cendyn’s documented instructions.
      4. Not transferring data outside of approved jurisdictions without Cendyn’s prior written authorization.
      5. Effecting authorized data transfers in accordance with all applicable data transfer requirements.
      6. Providing Cendyn with reasonable documentation to verify Supplier’s compliance with applicable data protection laws and regulations.
      7. Entering into an appropriate data processing agreement with Cendyn as required in terms of applicable data protection laws and regulations.
   6. Confidentiality. Suppliers must maintain the confidentiality of all private, proprietary information, trade secrets, personally identifiable information, and other sensitive information belonging to Cendyn, Cendyn’s employees, and Cendyn’s customers, where applicable, both during and after the term of their engagement. This includes the handling, discussing, storing, or transmitting of such information. Suppliers may only share such information if it is explicitly authorized in Supplier’s contract with Cendyn.
   7. Conflict of Interest. Suppliers must avoid conflicts of interest and disclose any potential conflicts promptly to Cendyn. Suppliers should conduct business with Cendyn in an impartial and objective manner. Examples of potential conflicts of interest include, but are not limited to, close personal relationships between Supplier and Cendyn personnel, payment of incentives to Cendyn personnel, and Cendyn personnel being the Supplier’s director, officer, or shareholder.
3. ENVIRONMENTAL RESPONSIBILITY AND RESPECT FOR HUMAN RIGHTS
   1. Environmental Responsibility. Suppliers are encouraged to minimize their environmental impact by adopting sustainable practices, reducing waste, conserving resources, and complying with environmental regulations.
   2. Human Rights. Suppliers must respect human rights as defined in internationally recognized standards, including the Universal Declaration of Human Rights. This includes providing fair and safe working conditions, prohibiting discrimination, and respecting the freedom of association. This also includes undertaking the following obligations:
      1. Suppliers must ensure that all labor is voluntary in accordance with applicable law. Suppliers must not support or engage in slavery or human trafficking. Supplier will not, and will ensure that their partners do not support, engage in, or require any compelled, involuntary, or forced labor (including bonded, prison, indentured, and child labor).
      2. Suppliers must comply with all local wage laws and ensure that their workers have reasonable work schedules that comply with local laws. Workweeks are not to exceed the maximum set by local law and Suppliers must provide rest days and public holidays.
      3. Suppliers will promote safe and secure workplaces and will have and enforce policies and practices to ensure the health and safety of their employees.
      4. Suppliers will maintain a workplace where business activities are conducted with respect and where treatment is fair. Suppliers will comply with all applicable non-discrimination and anti-harassment laws.
      5. Suppliers will demonstrate a commitment to identify, measure, and improve a culture of diversity and inclusion through all aspects of workplace management.
      6. Suppliers will provide employees with reasonable, accessible, and effective procedures so that workplace concerns can be brought to management for appropriate resolution. And, to that end, Suppliers will strictly prohibit all forms of retaliation against workers for raising workplace concerns.
4. CONTINUOUS IMPROVEMENT. Suppliers are encouraged to continuously improve their business practices, including but not limited to ethical, social, and environmental performance.
5. COMPLIANCE WITH THIS CODE. Suppliers are expected to actively monitor their compliance with this Code and promptly address any deviations. They should also report any concerns or violations of this Code for investigation and resolution.

Adherence to this Code is essential for maintaining a positive and mutually beneficial relationship between Cendyn and its Suppliers. Failure to comply may result in termination of the business relationship.

Cendyn reserves the right to periodically review and update this Code to reflect changes in laws, regulations, or business practices.

By entering into a business relationship with Cendyn, Supplier agrees to abide by this Code.