Partners Agreement and Code of Conduct

Effective as of March 2023

Contents

Partners Agreement and Code of Conduct

Last updated: March 2023

Introduction

Dear Current and Future Business Partners,

REMVER’S brand, identity, and success are built on our foundation of integrity, honesty, personal accountability, ethical conduct, and relentless passion for service excellence. Our foundation depends not only on our employees, clients, and suppliers but also on forming relationships with business partners who share our commitment to ethical business practices.

The REMVER Business Partner Code of Conduct articulates our commitment and expectations of our business partners. It also reflects our support for the Code of Conduct established by the Electronic Industry Citizenship Coalition (EICC) and the Ten Principles of the United Nations Global Compact.

Our policy requires all business partners to review this Code of Conduct and agree to comply.

We sincerely value our business partners who join us in pursuing these common goals of integrity and ethical business practices. We are looking forward to a long-term and successful partnership.

Regards,

REMVER Executive Team

Applicability

The REMVER Business Partner Code of Conduct applies to but is not limited to our e-commerce providers, vendors, contractors, consultants, distributors, agents, resellers, solution and consulting partners, suppliers, and service providers (“business partners” or “partners”) of REMVER and all its subsidiaries. It is based on REMVER’s employee Code of Conduct. No section of the Code will apply where it would violate applicable law. Our business partners fall under the (“REMVER Network”).

Certification

Where required, each business partner covered by the REMVER Business Partner Code of Conduct shall have an authorized representative certify that they have read and understood the Code and commits the REMVER business partner to these standards. Each business partner is responsible for becoming familiar with the Code and complying with its standards. Violations of the Code can lead to the termination of the partner’s engagement with REMVER. It is also essential to keep in mind that many Code sections are based on the legal requirements of the countries in which REMVER operates, so a violation of the Code may also involve breaking the law, which could mean civil or criminal prosecution of the violator. A business partner’s responsibility for compliance with this Code means that “following orders” will not excuse a violation of the Code: No REMVER employee at any level of the organization is authorized to violate REMVER’S Code of Conduct or direct a business partner to violate this Business Partner Code of Conduct.

Integrity and Compliance with Laws

REMVER (also referred to below as “we,” “us,” and “our”) is built upon integrity, honesty, and ethical values. This Partner Code of Conduct is our commitment to our employees, clients, and partners always to do the right thing and do what is right, ethical, and lawful always. The term or word (“Employee”) implies but is not limited to officers, directors, agents, independent contractors, contractors, subcontractors, consultants, or associates of REMVER, anyone REMVER has directly or indirectly hired to work for or with REMVER. Business partners must follow all applicable laws, rules, and regulations while conducting REMVER business. If you encounter a situation where this Code conflicts with local law, this should be brought to REMVER’S attention.

The integrity of Books and Records

All books and records must be accurate. As a REMVER business partner, you are responsible for the accuracy of any information you report, data you enter, or documents you generate for or regarding REMVER. Records must be legible, transparent, and reflect actual transactions. Intentionally entering or providing any false, misleading, or inaccurate data in any form is prohibited. All business records and written communications are considered REMVER’S official company documents and may become public.

Corruption and Bribery

REMVER has zero tolerance for any form of bribery or corruption. REMVER is committed to conducting its business free from extortion, bribery, and all unlawful, unethical, or fraudulent activity. REMVER business partners must not offer, give, promise, or authorize any bribe, gift, loan, fee, reward, or another advantage to any government official or employee, any customer, any REMVER employee, or any other person to obtain any business or improperly influence any action or decision. These rules apply to both direct and indirect activities of the company, our employees, and its partners. For example, you cannot make any payment to a third party if all or any part of the payment will be given to a person for a prohibited purpose. REMVER business partners must comply with all applicable international anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act. You are responsible for familiarizing yourself with the law and ensuring compliance.

Gifts and Entertainment

Gifts and entertainment may be offered or accepted only as a means of showing goodwill and strengthening existing working relationships and never to gain an inappropriate business advantage. Do not seek to gain a business advantage through improper means. Business gifts that compromise, or even appear to compromise, an individual’s ability to make objective and fair business decisions are inappropriate. Business partners offering gifts or entertainment deemed inappropriate may be disqualified as REMVER partners. In the case of government officials or employees of a state-owned enterprise (from any level of government), no entertainment or gifts may be offered or travel expenses paid on behalf of REMVER without the written pre-approval of REMVER’S Legal Department, even if it is customary or common practice in the country.

Conflicts of Interest

REMVER business partners must avoid any situation that may involve a conflict or the appearance of a conflict between their personal interests and the interests of REMVER. REMVER business partners must not offer or provide gifts, excessive hospitality, or entertainment to any REMVER employee, client, or their families to obtain or retain business or influence a decision. REMVER employees and their family members may not hold any significant economic interest in any entity that does business with REMVER, and business partners are required to avoid such relationships with REMVER employees.

Insider Trading

REMVER business partners must ensure that any non-public information obtained due to a relationship with REMVER is not used for the personal benefit of the business partner, their employees, or other persons. Business partners with access to confidential information about REMVER, our clients, customers, competitors, or suppliers are not permitted to use or share that information for trading in stocks or for any other purpose except the proper conduct of REMVER business. All information about REMVER, any of our clients, customers, partners, competitors, or suppliers that has not been made available to the general public should be considered confidential or “non-public” information.

Intellectual Property

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

Confidentiality

Business partners must respect REMVER’S intellectual property, trade secrets, and other confidential, proprietary, or sensitive information and may not use or disclose any such information except in accordance with their contract with REMVER and for the benefit of REMVER. In addition, any information or data regarding REMVER operations shall always be treated by business partners as confidential unless that information enters the public domain through no fault of the business partner. The business partner’s obligations concerning REMVER’S confidential or proprietary information include:

  • Not to disclose this information to other people within the business partner’s organization except on a strict “need to know” or “need to use” basis.
  • Do not disclose this information to persons outside the business partner’s organization.
  • Not to use this information for the business partner’s own benefit or the benefit of any other person.

 

When your relationship with REMVER has ended, all documents, records, files, or compilations containing, relating to, or derived from confidential information must be turned in. You must maintain the confidentiality of information even after your relationship with REMVER ends. This confidentiality statement does not replace the entire REMVER’s Non-Disclosure Agreement (NDA).

Trade Controls

REMVER business partners must strictly comply with all applicable trade laws, including laws that control the import, export, and re-export of REMVER products and information and laws that restrict dealings with entities and individuals located in countries subject to trade embargoes or economic sanctions.

Fair Competition

REMVER business partners must not: Propose or enter into any agreement with any competitor to fix prices, margins, terms, and conditions or to divide up any markets or customers, or Propose or enter into any agreement or understanding restricting resale pricing of REMVER products or services.

Honest and Accurate Dealings

REMVER business partners must not make any false representations in connection with any REMVER 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.

Responsible for Sourcing Minerals

REMVER business partners must reasonably assure that the tantalum, tin, tungsten, and gold in the products they manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of Congo or an adjoining country. REMVER business partners are expected to exercise due diligence on the source and chain of custody of these minerals and make their due diligence measures available to its customers and REMVER upon request.

Labor Standards

REMVER business partners are expected to treat their employees fairly by applicable laws and regulations regarding labor and employment and to pursue the following principles:

Professionalism and Harassment

Behaviors that create an offensive work environment are not acceptable in the conduct of REMVER business, whether sexual in nature or based on an individual’s other characteristics, such as gender, race, color, national origin, age, religion, sexual orientation, physical or mental disability or any characteristic protected by applicable law.

Freely Chosen Employment

Employment with REMVER business partners should be an expression of free choice, and there should be no forced, bonded, or involuntary labor. REMVER business partners should allow workers to discontinue employment upon reasonable notice. REMVER business partners should not hold or otherwise destroy, conceal, confiscate, or deny access by employees to their identity or immigration documents, such as government-issued identification, passports, or work permits unless such actions are required by law.

Child Labor Avoidance

REMVER business partners should not use child labor, and REMVER business partners should adopt procedures to verify and maintain documentation that no workers are younger than the local legal age for completing compulsory education. In addition, REMVER business partners must follow all applicable local laws, regulations, and standards concerning working hours and conditions for all workers. The term “child” refers to any person employed under the age of 15 (or 14 where the law of the country permits), under age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest.

Lawful Employment

REMVER business partners must, before employing any worker, validate and review all relevant documentation to ensure that such worker has the legal right to work in that jurisdiction.

Non-Discrimination or Harassment

REMVER business partners must not discriminate based on race, color, gender, gender identity or expression, sexual orientation, age, religion, disability, marital status, veteran status, national origin, citizenship, or cultural, religious, or personal beliefs.

Freedom of Association

REMVER business partners must respect the legal rights of employees to join or refrain from joining worker organizations, including trade unions. In addition, REMVER business partners have the right to establish favorable employment conditions and maintain effective employee communication programs to promote positive employee relations that make employees view third-party representation as unnecessary.

Safe Conditions

REMVER business partners must provide a safe and hygienic working environment for workers and provide appropriate safety equipment and training.

Working Hours

REMVER business partners must afford workers working hours that comply with applicable laws.

Wage and Benefits

REMVER business partners must provide wages, benefits, and overtime pay that comply with all local wage and hour laws and regulations, including those relating to minimum wages, overtime hours, piece rates, and other compensation elements, and provide legally mandated benefits.

Environmental Standards

REMVER business partners must comply with all applicable laws and regulations relating to the impact of their business on the environment. Compliance with environmental law includes any international or applicable local laws affecting the source of materials and processes used to manufacture products.

Waste Management

REMVER business partners should ensure that waste is minimized and items recycled whenever practicable.

Packaging and Paper

REMVER business partners should avoid undue and unnecessary use of materials and utilize recycled materials whenever appropriate.

Conservation

Processes and activities should be monitored and modified as necessary to ensure the conservation of scarce resources, including water, flora and fauna, and productive land in certain situations.

Energy Use

REMVER business partners should adapt production and delivery processes as well as heating, ventilation, lighting, IT systems, and transportation to maximize efficient energy use and minimize harmful emissions.

Procedures

Monitoring and Compliance

REMVER may audit compliance with this policy or appoint a third party to conduct an audit. Any violations will be reported to the REMVER business partner’s management for their attention and, if appropriate, corrective action. REMVER intends to terminate its relationship with any business partner who does not comply with this Code of Conduct or, upon discovering noncompliance, does not commit to a specific plan to achieve compliance. REMVER business partners and other stakeholders may report suspected violations (anonymously and confidentially) to the REMVER business partner’s management team at +1 866- 5REMVER or by sending an email to Integrity@REMVER.com. Changes to our Partners Code of Conduct REMVER may, without notice to you, at any time, revise these Partners’ Code of Conduct and any other information on this Web site. REMVER may also make improvements or changes in the products, services, or programs described on this site at any time without notice. Therefore, we encourage you to periodically review this Partners Code of Conduct to view any updates or request the latest copy to be sent to you.

Contact information

If you have any questions about this document, please get in touch with us at:

Partners@Remver.com

+1 866-5REMVER

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