This Supplier Code of Conduct (“Supplier Code”) has been established to summarize Branch’s core values and expected standards of conduct for its vendors, contractors, consulting firms, staffing agencies, agency temps, partners, licensees and other intermediaries and their respective employees and affiliates (collectively, “Suppliers” or “you”) to comply with when working with Branch. All Suppliers shall promote a safe, diverse, lawful and respectful work environment. We believe that this Supplier Code will reinforce those qualities and attributes that have made both Branch and you successful.

Suppliers are expected to review, understand and comply with the policies set forth in this Supplier Code. The Supplier Code should be viewed as the minimum standards that we expect and is not intended in any way to lessen your contractual obligations with Branch. Failure to comply with this Supplier Code may result in Branch’s review of its engagement with a Supplier and may result in termination of Supplier’s relationship with Branch.

This Supplier Code and all policies contained herein will be administered in accordance with applicable law and may be updated from time to time. If you have questions about this Supplier Code, you can contact Branch at [email protected].

Suppliers are expected to comply with all applicable rules, laws, and regulations at all times while working with Branch. You have a responsibility to be knowledgeable about specific laws and regulations that apply to your area of business. If a law conflicts with this Supplier Code, you must comply with the law.

Diversity is at the forefront of Branch’s mission and culture. We are and remain committed to being a globally diverse, ethical, moral and inclusive company that is tolerant of all individuals from all different backgrounds because we believe the best ideas come from a diverse way of looking at technology and the world.

Accordingly, Suppliers shall provide an environment free from unlawful discrimination on the basis of personal characteristics, such as age, race, religion, national origin, caste, ancestry, disability, medical condition, marital status, sex, pregnancy, gender identity, sexual orientation, or any other basis protected by applicable law. Additionally, we expect all Suppliers to promote working environments where all individuals are entitled to equal opportunities and fair treatment.

Each Supplier shall ensure its workplace is free of harassment. Harassment means any verbal, physical, and visual conduct that creates an intimidating, offensive, or hostile working environment or that interferes with an individual’s work performance. Harassing conduct can take many forms and may include, but is not limited to, the following: slurs, jokes, statements, gestures, assault, impeding or blocking another’s movement or otherwise physically interfering with normal work, or sharing inappropriate materials.

No Supplier will retaliate against an individual for filing a good faith complaint of unlawful discrimination or harassment or for participating in any good faith investigation of alleged discrimination or harassment.

Branch expects all Suppliers to avoid conflicts of interest and to operate with the highest level of ethics and integrity. A potential conflict of interest, or the appearance of one, occurs when your outside interests (for example, financial or personal interests) interfere with or influence, or even just appear to interfere with or influence, yours or Branch’s business interests or your work-related duties.

Suppliers may give and accept common courtesy items that are of modest cost, provided for legitimate business purposes and are understood as customary in Supplier’s industry. However, Suppliers must refrain from giving or accepting any gifts or other items with an intent to influence Branch, its customers, prospects, agents, employees or representatives or to obtain an improper business advantage, or in exchange for favors or benefits.

Branch Supplier’s are strictly prohibited from partaking in any and all forms of corruption and bribery, including, but not limited to, payment or receipt of bribes or kickbacks to or from foreign or domestic government employees or officials, representatives of commercial enterprises or any other persons, whether made directly or through others such as agents, consultants or other associated parties. Suppliers will take all necessary steps to ensure that corruption and bribery do not occur in its business activities, wherever those business activities may take place. Violations of this nature may result in the termination of Supplier’s partnership with Branch and may also lead to civil and criminal penalties.

Suppliers will also ensure their compliance with all applicable anti-corruption laws such as the Foreign Corrupt Practices Act, the UK Bribery Act 2010 and other applicable laws that prohibit unlawful activities to procure a business advantage.

Suppliers shall refrain from engaging in any and all acts which are or may be considered counter to antitrust and fair competition legislation and regulations. Additionally, Branch expects its Suppliers to promote a free, open and competitive marketplace by avoiding all forms of anti-competitive acts or collusion. Suppliers’ responsibilities under this section shall apply wherever a Supplier conducts business.

Our customers, partners and employees entrust us to safeguard their confidential information with the utmost security. As follows, Branch expects all of its Suppliers to protect confidential information and trade secrets regarding Branch and its business practices. Branch confidential information should only be used in accordance with existing confidentiality obligations for authorized purposes, disclosed on a need-to-know basis, and subject to separate written confidentiality obligations. Similarly, intellectual property including, but not limited to trade secrets, patents, copyrights, trademarks, logos, and other inventions, belonging to Branch, shall be handled with the appropriate level of care and preserved to the extent legally permissible. We encourage all Suppliers to regularly review their confidentiality practices.

In the event Supplier controls or processes personal information and/or personal data as defined under applicable data protection laws, Suppliers must ensure that their control and processing of such information and data is in accordance with applicable data protection laws, rules, statutes, and regulations. Suppliers are expected to maintain a privacy policy describing its privacy practices and handling of personal information.

Branch Suppliers must provide all employees with safe and healthy workplace conditions that comply with all applicable laws.

Suppliers will also refrain from engaging or attempting to engage in any and all forms of child labor, modern slavery, and human trafficking in violation of all applicable laws.

Branch Suppliers shall conduct their business and operations in such a manner that is respectful, responsible and protective of the environment. At a minimum, Suppliers shall comply with all applicable environmental laws, regulations and standards. Whenever possible, Branch encourages its Suppliers to continually review their internal operations in order to reduce waste, promote clean air initiatives, and conserve resources.

Branch expects Suppliers to comply with all applicable import, export, customs, sanctions, embargoes, boycott and other trade compliance laws and regulations during the entirety of Branch and Supplier’s engagement.

All Suppliers must maintain accurate records of all transactions and ensure that the Supplier’s books and records accurately and fairly reflect, with appropriate detail, all transactions, expenses, or other dispositions of assets with regard to its business with Branch. No Supplier employee or other worker shall falsify or otherwise mislead Branch with regard to any records or books Supplier maintains.

Compliance with this Supplier Code is, first and foremost, the personal responsibility of Suppliers, including every individual employed by Supplier. All personnel are encouraged to report, in person or in writing, any known or suspected violations of this Supplier Code to Branch at [email protected]. Any questions or violation reports will be addressed promptly.

Branch will not tolerate any retaliation by Supplier against any individual who acts in good faith in reporting any violation of this Supplier Code. Supplier will investigate reported violations and will determine an appropriate response, including corrective action and preventive measures, and will include Branch in this process at its request.