Third-Party Code of Conduct and Ethics

Visual Communications Company, LLC

Third-Party Code of Conduct and Ethics

Introduction

Visual Communications Company, LLC and each of its business units and subsidiaries (collectively, “VCC”) is committed to conducting business in an ethical and legal manner. We insist that our third parties maintain the same standards that we do, with the same focus on ethics, integrity, the environment, and social responsibility that we value. VCC’s third parties are expected to conduct business with integrity and mutual respect and to uphold the highest standards of ethics and behavior.

VCC’s Third-Party Code of Business Conduct and Ethics (“Code of Conduct”) describes the minimum standards of ethical and responsible conduct required for our third parties. VCC’s third parties include, without limitation, suppliers, vendors, sales agents, subcontractors and any other third parties that work for or with VCC. All third parties are expected to inform and educate their employees, officers, directors, agents and subcontractors about this Code of Conduct. Any Third Party providing a service or product to VCC is subject to this Code of Conduct.

Failure to follow any of the provisions of this Code of Conduct can result in termination for cause of any and all agreements with VCC.

Third parties are also expected to be familiar with the business practices of their own suppliers, agents, subcontractors and other third parties, and to ensure that these entities also operate within the guidelines of VCC’s Code of Conduct.

Compliance with Laws and Regulations

All third parties must comply with all applicable laws, codes and regulations in the jurisdictions in which they operate. This includes, but is not limited to, laws and regulations relating to environmental and occupational health and safety, security, trade law compliance, labor practices, anti-money laundering, competition, and corruption.

Compliance

VCC reserves the right to periodically review any third party’s compliance with this Code of Conduct, including by conducting audits and other reviews of any third party’s environmental, supply chain, labor practices, and other business practices described in this Code of Conduct. You will permit VCC and/or its representatives the necessary access needed to evaluate your compliance with this Code of Conduct, including, without limitation, access to your facilities or your sub-contractor’s facilities and a review of associated books and records. Upon request, you must also provide VCC with written certifications evidencing your compliance with this Code of Conduct.

Ethics and Standards of Conduct

Business Integrity

Any and all forms of illegal or inappropriate activity by a VCC third party, including, but not limited to, corruption, misrepresentation, extortion, embezzlement or bribery, are strictly prohibited and can result in termination of any or all agreements with VCC.

Confidential Information

VCC’s third parties must protect any confidential or proprietary information that belongs to VCC or any other third party with whom VCC partners. This includes any non-public information that might be useful to VCC competitors or harmful to VCC if disclosed. Some examples of confidential or proprietary information include, but are not limited to:

  • Intellectual property
  • New product development ideas and processes
  • Acquisition targets and/or plans
  • Non-public financial information
  • Corporate marketing strategies
  • Customer, supplier and pricing information
  • Trade secrets and patent information
  • Business processes and systems
  • Business objectives and strategies
  • Personal information about any VCC employee or third party

VCC counts on its third parties both to carefully handle any personal information, such as identity, medical, employment and financial information, and to never collect, process, use, transfer or disclose personal information outside of a specified business purpose.

To the extent it is necessary for a VCC third-party to share VCC’s confidential information with a sub-contractor, VCC expects the third party to implement adequate controls at a level no less than those set forth in this Code of Conduct with such sub-contractor.

Conflicts of Interest

Third parties should avoid engaging in any activity that would conflict, interfere or even create the appearance of a conflict with their business with VCC. Third parties must disclose any potential conflicts to VCC in writing as soon as they recognize them. Examples of potential conflicts include, but are not limited to:

  • Engaging a VCC employee in work outside of the scope of his or her VCC position
  • Providing or offering an ownership stake directly to a VCC employee or a VCC employee’s family member
  • Taking a business opportunity learned through the VCC relationship that otherwise could belong to VCC
  • Providing others with information about business opportunities learned through the VCC relationship
  • Providing gifts and entertainment in an attempt to improperly influence business decisions

We all must do our best to not only avoid conflicts of interest, but to also avoid arrangements that could appear to unduly influence decision-makers or otherwise create potential conflicts of interest.

Gifts and Entertainment

VCC expects its third parties to avoid being or even appearing to be improperly influenced by gifts and entertainment. Gifts and entertainment should be of nominal value, never in cash and consistent with local standards and customs.

Bribery and Competition

Bribery and Corruption

VCC expects third parties to conduct business transparently, honestly and fairly. To that end, third parties must abide by all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA). You must not attempt to influence others, directly or indirectly, through the offer, promise or payment of a bribe or anything else of value to gain or retain a business advantage, regardless of local law or custom. You must be careful to avoid even the appearance of such conduct and you must refrain from actions that could harm VCC’s reputation in any way.

“Anything of value” means just that. Whether in the form of cash, gifts, entertainment, favors, charity or any other item or service, providing or offering anything of value to influence business decisions is against VCC policy.

Competition

VCC expects third parties to compete fairly and always comply with applicable competition and antitrust laws and regulations. Whether it’s on VCC’s behalf or not, you should not work with or agree to work with competitors to prevent or restrict free and fair competition. In negotiations with any other third party, you must never discuss or engage in price fixing, bid rigging, coordinating production, coordinating with others to restrict business, or allocating customers, markets or territories.

Labor Practices

Human Rights

VCC is committed to respecting the human rights of all individuals and recognizes the importance of promoting individual health and welfare, economic development and political stability, and preventing crimes and corruption. VCC follows all laws and regulations governing its employment practices and acceptable treatment of employees, and VCC expects its third parties to follow the same standard.

Respectful Workplace

We expect third parties to foster an environment where everyone is treated with respect and dignity, a workplace where employment-related decisions are based on performance and ability. 

VCC also expects its third parties to maintain a workplace where no harassment of any kind is tolerated. Harassment includes, but is not limited to, unwanted physical contact; displaying, making or distributing offensive pictures, videos and spoken or written remarks; and any other unwelcome conduct that could create an intimidating or hostile workplace.

Trade Law Compliance

Trade Regulations

Third parties must abide by all applicable international trade laws and regulations, including import and export controls, sanctions and anti-boycott laws and regulations that could apply to the products, services or technology that are subject to the business they conduct with VCC. Exports can include the physical transfer of a product or the transfer of technology (e.g., electronic transfers, etc.).

VCC will not do business with third parties who do business with restricted or denied parties, including OFAC (U.S. Treasury Department’s Office of Foreign Assets Control) specially designated nationals (SDNs) or sanctioned or blocked persons or entities, or who directly or indirectly source or manufacture any materials, components, subcomponents, or services for products from third parties located in any sanctioned country.

VCC also expects its third parties to effectively screen its vendors and suppliers to determine if they are denied parties or are located in any sanctioned countries.

Third parties must also learn and comply with any import regulations or laws, including the filing of related documentation and the payment of any duties or taxes.

Environmental Health and Safety

Environmental Compliance

VCC third parties must maintain a workplace that complies with all applicable laws and regulations, including any standards established by VCC, regarding operational and environmental responsibility, including the use, storage and disposal of any hazardous materials. VCC encourages its third-party partners to employ business processes that reduce the third party’s adverse impact on the environment by minimizing waste and conserving natural resources.

Health and Safety

We expect third parties to foster a safe workplace for all. Third parties should address safety hazards, comply with all applicable laws and regulations, including any standards established by VCC, involving health and safety, and promote safe working habits.

Communications and Reporting

To the extent permitted by law, VCC expects third parties to promptly notify VCC of any questions or concerns regarding the Code of Conduct, or if they become aware of a situation that violates, or appears to violate, VCC’s Third- Party Code.

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