Compliance with Applicable Law
Partner must preserve the knowledge of and comply with the appropriate and applicable laws, controls, restrictions, regulations, and procedures within all jurisdictions where Partner handles business, which includes, but not confined to, the following (as appropriate):
- Trade restraints, and applicable exports, re-exports, and import laws and statutes.
- Marketing and advertising.
- Antitrust and fair competition.
- Insider Trading.
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Bribery, terrorist financing, corruption, money laundering, and prohibited business methods, including but not confined to :
- The Foreign Corrupt Practices Act, the United Kingdom Bribery Act, and other anti-corruption laws.
- Laws governing lobbying, gifts, and payments to public officials; and
- Political campaign contribution laws.
- Immigration, labor, health and safety, and employment systems.
- Environmental practices, as and when applicable; and
- Data protection and information security.
Anti-Bribery & Anti-Corruption
Partners must handle business in a manner that guarantees compliance with the Foreign Corrupt Practices Act (US), UK Bribery Act, and every
other germane bribery and anti-corruption regulation. Partners must not offer or promise payments or valuable gifts either, directly or
indirectly, to any private person, public official, political nominees, or their agents or kin, who intend to acquire new business,
preserve existing business or get any inappropriate advantage for Partner. Partner must keep and manage accurate and complete records
of every transaction concerning VLC Solutions.
Bribes or different ways of receiving unfair or inappropriate advantages (namely gifts, rewards, or entertainment) will not be extended
or received by Partner. Partner must also not present any VLC Solutions' employee any amenities, payments, charges, services, discounts,
prized privileges, or other compliments where these would or might resemble improper influence upon the employee in fulfilling their
duties in VLC Solutions.
VLC employees may, with relevant documentation and permissions, acquire simple services typically affiliated with accepted business
practices (like dinner invitations, tickets to entertainment events like sports or cinema) as long as these are proposed in the open
and not in a way that might be expounded as a bribe, or secret compensation). Before offering any such Business Courtesies, Partner
must initially request approval from a VLC Solutions representative to conclude whether or not such Business Courtesies might infringe
upon or violate VLC Solutions' then-existing Gifts, Meals, and Entertainment Policy.
Business Integrity
VLC Solutions is dedicated to ethically, morally, and lawfully administered business practices. The same is expected from its Partners
to secure the most distinguished integrity standards in all communications with, or on account of, VLC Solutions. Any patterns of
corruption, coercion, fraud, and extortion are stringently prohibited. Partner must not take unethical advantage of VLC Solutions
through abuse of privileged or exclusive information, misinterpretation of substantial facts, or several other unlawful
or deceptive practices.
Trade Compliance
VLC Solutions must conform to several economic sanctions memoranda and export control provisions determined by the United States and other
jurisdictions where it manages a business. Such statutes forbid VLC from engaging in specific transactions, including restricted countries
or parties, directly or indirectly, through VLC's Partners.
Owing to these restrictions, Partner now verifies that it will not share, trade, ship, or differently transport any VLC products, services,
technology, or technical information to any of the following:
- Parties aimed for boycotts, restrictions, sanctions, or other similar stratagems by the United Nations Security Council.
- Parties present on the European Union's Consolidated Sanctions List; the United Kingdom's List of Consolidated Financial Sanctions Targets.
- Parties appearing on the Denied Parties List, Entity List, and Unverified List administered by the US Commerce Department.
- Parties occurring on the sanctions lists declared by the US Treasury Department's Office of Foreign Assets Control ("OFAC") and the US State Department.
- Countries or territories subject to the US bans or sanctions including, but not confined to, Cuba, Iran, North Korea, Syria, and the disputed Crimea Region; or
- Parties that say the least 50 percent held or controlled by parties subject to sanctions programs determined by OFAC, whether separately or collectively.
Partner confirms that the commodities, services, technology, and any allied technical information obtained from VLC Solutions or presented to VLC Solutions in the way of business transactions may be liable to economic embargoes, export restraints, and other definitive trade standards imposed by the United States and other relevant jurisdictions. Partner must at all times rigorously adhere to all requirements, laws, and mandates, and consent to perform no act that, directly or indirectly, would meddle with any such orders, regulations or laws, including, without restriction:
- The Export Administration Act of 1979, as amended (50 USC app. 2401-2420) and the Export Administration Regulations, 15 CFR §§ 730-774 ("EAR").
- The Arms Export Control Act, 22 USC § 2778, and the corresponding International Traffic in Arms Regulations ("ITAR").
- The economic sanctions laws and regulations enforced by the US Department of the Treasury's Office of Foreign Assets Control ("OFAC"), 31 CFR Part 500 et seq., and the US Department of State.
- The anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code.
Furthermore, Partner must let its delegates not to-
- Trade, re-export, redirect or transport VLC products, services, or any direct stock from that place to any address, business, or individual limited or forbidden by the ITAR, EAR, or other applicable export restrictions, or
- Disclose any information acquired from VLC products, services, or any direct stock from that place to any national of any country when such disclosure is regulated or prohibited by the ITAR, EAR, or other relevant export curbs.
Likewise, Partner acknowledges that none of the commodities, services, technology, or affiliated technical data, or any direct product from that place is or shall be transmitted, transported, or re-exported, directly or indirectly, to forbidden or embargoed countries or their nationals, to any entity or citizen prone to the US and other relevant economic sanction or export restraints, or for application in nuclear exercises, chemical/biological weaponry, or ammunition schemes except expressly sanctioned in writing by the US Government. Partner consents to adhere rigidly to all US export laws and seize individual accountability for acquiring licenses to export or re-export as per need. Some merchandise with encryption functions may be liable to supplementary restraints, including those on shipping to government end-users beyond the EU license-free zone.
Also, Partner is completely accountable for adherence with any import or use restraints in Partner's countries of function and operation. This stipulation shall endure the expiration or termination of any contracts or business intercourse with VLC Solutions.
VLC's Partners are interdicted from involving in, or contrarily expediting, any action directly or indirectly confers to the Arab League Boycott or other unsanctioned boycotts during business dealings with, or on behalf of, VLC. Partner must not establish any language in any contract with VLC that restricts or binds VLC's business and different projects in this fashion. Any deal with language on such boycotts resulting from this is and shall be held as null and void.
Charitable and Political Contributions
VLC's Partners are assessed on cost, condition, skill, and availability to work, and past performance (wherever appropriate). A Partner's charitable activities do not determine these decisions.
VLC employees are stringently prohibited from beseeching Partner for a charitable donation or recommending that a Partner's generous endowment may influence their enterprise or future with VLC Solutions. Partner must decline any requests for donations of this type.
The US federal law restrains VLC Solutions from presenting donations or expenses in association with national elections. Each US state has different laws, precepts, and controls administering political grants in state and local elections. These state and local laws may or may not permit corporate donations to state and local office competitors. Since these laws' applicability alters from one place to the next, VLC's usual practice is to execute no political offerings or use any VLC's reserves, assets, or other resources to serve any political candidates, parties, or associated organizations. This covers campaign committees and Political Action Committees ("PACs") using separate, individual funds, and special interest groups or other institutions interested in political fundraising or lobbying pursuits, including those established under Section 527 of the US Internal Revenue Code ("527 Organizations"). Partner consents to not make any offerings or investments concerning federal elections, not any other US state elections on behalf of VLC Solutions.
Besides US laws, statutes, and regulations, Partner acknowledges not violating rules, regulations, and laws applicable in additional jurisdictions beyond the US prohibiting similar actions.
Conflicts of Interest
This segment discusses situations in which a VLC representative faces personal concerns that may conflict with the interests of VLC or its representatives' commitments to VLC Solutions. This is an undesired situation as it can influence such a representative's understanding and commitment to VLC Solutions. VLC anticipates its representatives always not to sanction external interests to impede with their duties or obligations to VLC. VLC forbids all of its representatives from exercising their position or relationship with VLC's existing or implied clients, associates, vendors, suppliers, specialists, or any other party with a connection with VLC for private profit or obtaining advantages for themselves or their family and kin. Partner must promptly communicate to VLC if it gets conscious of any inherent conflict of interest during its business dealings with VLC or any representative operating on its behalf. Partner consents to circumvent situations that could provoke a conflict of interest.
If any VLC employees, or their family members, serve as leaders, managers, agents, representatives, or counselors of Partner's business, Partner must quickly reveal that relationship to VLC Solutions.
Confidentiality
"Confidential Information" indicates all information or matter which: (i) Provides a party any competitive business advantage, or the possibility of receiving some competitive business advantage, or the revelation of which could be damaging to the interests of VLC Solutions; and (ii) That which is either (a) marked "Confidential," "Restricted," or "Proprietary Information" or another comparable marking, (b) identified by Partner to be deemed confidential and exclusive; or (c) from all applicable conditions should fairly be understood to be personal and exclusive.
Partner acknowledges that it will take prudent actions to guard the privacy of and bypass disclosure and unlawful usage of the Confidential Information of VLC Solutions. Partner must take at least those actions that it necessitates to defend its Confidential Information of a related nature but in no event less than fair care. Partner must warrant that its representatives who have access to VLC's Confidential Information have acknowledged a non-use and non-disclosure agreement or are otherwise legally committed not to disclose such Confidential Information before any disclosure of Confidential Information to such representatives. Partner shall transcribe VLC's proprietary rights reports on any such authorized copies, in the same way, that such reports were set in place or on the original. Partner shall immediately communicate to VLC of any use or disclosure of Confidential Information in contravention of this Code of Conduct, of which Partner becomes informed. Partner will collaborate with VLC in every feasible way to help VLC reacquire ownership of such Confidential Information and restrict its further illegal use. Partner accepts not to publish or openly disseminate Confidential Information of VLC received while conducting business.
Intellectual Property
VLC Solutions appreciates its intellectual property rights and hopes to uphold the intellectual property rights of others. Partner shall sustain systems that guarantee that VLC's intellectual property will not be inappropriately used or published. Partner must sign a non-disclosure agreement before transferring any confidential or classified information between Partner and VLC Solutions. Partner also signifies and assures that any such intellectual property it provides to VLC Solutions does not infringe any legislation governing intellectual property rights including, but not confined to, the security of trade secrets, copyrights, patents, and trademarks. Partner is not authorized to use VLC's logo on business cards, websites, or other Partner printed elements without superior, written permission from an approved and endorsed VLC Solutions representative.
Marketing and Advertising
Suppose Partner is trading commodities, services, or other contributions on behalf of VLC Solutions; Partner signifies and assures that Partner will observe all appropriate advertising and marketing rules, laws, customs, codes, and statutes. Notably, but not comprehensively, this prerequisite shall incorporate the Lanham Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), the Telephone Consumer Protection Act, and similar such laws, rules, orders, and regulations in all jurisdictions in which Partner handles business for, and on behalf, of VLC Solutions.
Antitrust & Fair Competition
Partner must acquiesce with antitrust rules appropriate to its company ventures in all jurisdictions where it functions and must adhere to all relevant antitrust/fair competition regulations and must not interrupt or prevent genuine competition in some anti-competitive or differently illegal manner. Therefore, concerning any business with VLC Solutions, Partner must not: (i) Begin any agreement with any of its competitors about cost, terms or conditions of trade, production, circulation, areas, or clients; (ii) Exchange or consult with any of its competitors' pricing, retailing strategies, construction costs, or other competitive data. Partners that infringe these regulations may risk immediate terminus and/or legal prosecution. Partner consents to make attempts to be mindful of antitrust legislation in the territories in which it functions.
Insider Trading
A Partner might have admittance to tangible, private data about VLC Solutions. Data is tangible if a reasonable investor deems it essential to determine whether to purchase, trade, or hold a business' securities. Partner must never purchase or sell securities while in ownership of tangible, private data or present that data to others who may trade on it. Giving tangible, private data to another person who may sell or recommend others to purchase based on that data is prohibited.
Immigration, Hiring and Employment Practices
All VLC Solutions business developments and its Partners must conform with all relevant national, state, and local regulations prohibiting prejudice and discrimination in employment based on sex, race, color, religion, age, disability, sexual orientation, nationality, genetic information, political beliefs, or social or ethnic origin. Partner must not discriminate based on race, color, religion, age, national origin, lineage, ethnicity, gender, gender identity, sexual orientation, marital status, military/veteran status, mental or physical disability, genetic information, citizenship status, political affiliation or membership in any other group protected by federal, state, or local law.
Partner also needs to:
- Execute and secure a strong and robust arrangement to confirm the identity and employment qualification of all operators including, but not confined to, attestation of age eligibility and legal state of international workers
- Achieve and sustain a resilient method to test its workers are not a recognized risk to VLC Solutions. In light of access, such workers must have to safeguard classified or exclusive information, equipment, network and systems, financial data, and other data shielded by privacy law or appropriate negotiations amid Partner and VLC Solutions including, but not confined to, approved background investigations or different such confirmations that are universal and valid in Partner's manufacturing and jurisdiction
Labor
Every VLC business operation and its Partners shall adhere to all national, state, and local minimum working age rules and conditions. All labor needs to be fully willing and voluntary. Partner must not promote or involve in child labor or coerced labor. Without restraining Partner's responsibilities under this agreement, Partner shall guarantee that its partners do not encourage or interest in any: jail labor, contracted work, bonded labor, or the like.
Partner must comply with the statutes forbidding human trafficking and adhere to all appropriate regional regulations in the countries in which it functions. This includes limiting employees and/or delegates from involving in any human trafficking-related pursuits viz. obtainment of commercial sexual acts, employing child labor, or using forced labor. Partner must also withdraw from participating in deceptive or fraudulent employment practices.
Compensation
Partner must assure that its agents and employees are paid a wage that meets the standard minimum wage requirement under national, state, and local regulations, including overtime payment at the scale prevalent in their country, and shall be provided lawfully established privileges.
Health and Safety
Each VLC Solutions Partner must render secure, reliable, and robust working conditions to its agents and employees to avert accidents, mishaps, and damages according to national, state, and local authorities. Dynamic measures must be exercised to check workplace jeopardies.
Partner must handle its business in acquiescence with all appropriate national and international environmental, health, and safety statutes.
Data Protection and Information Security
Partner must grasp and execute all suitable technical and organizational security and confidentiality stratagems and always renew them to ensure a security level relevant to VLC Solutions' data perils. Partner must protect VLC Solutions' data facing any substantive or threatened proscribed usage, alteration, damage, trade-off, loss, or disclosure of, or access to, VLC Solutions data ("Security Incident"). Partner must realize and manage policies and plans to distinguish and react to Security Incidents. Such stratagems shall ask Partner to attach value to industry standards and prices of implementation and consider the quality, range, context, and objectives of the Processing and the risk of different possibilities and severity for the rights and privileges of individuals.
Partner confirms that VLC Solutions depends upon Partner's ability and experience to evaluate what is "relevant" to protect VLC Solutions data against unapproved or outlawed processing and against including, but not confined to, destruction, damage, accidental loss, alteration, or disclosure. Partner must pledge periodic reviews of the technical and organizational stratagems. This also extends to the data processing services associated with its operations to warrant agreement with all appropriate data protection legislation and enhance the technical and organizational stratagems to match or out beat industry-standard practices.
Partner must defend all VLC Solutions data prone to be conveyed through the internet with encryption measures rationally composed to assure confidentiality. Suppose the Partner reserves any VLC Solutions data on any mobile device (including, but not confined to, compact discs, laptop computers, tablets, external hard drives, backup tapes, and/or removable discs); such VLC data will be stored in an encrypted method.
Partner must adopt and retain a complete written information security policy that outlines its procedures and methods to adhere to this Code of Conduct and must present a copy of such an approach to VLC Solutions upon request.
Accurate Records
A few countries, including the United States, may violate the law if a business fails to sustain detailed registers and records. Consequently, all VLC Solutions' Partners must thoroughly and precisely document all exchange transactions and support those records as per appropriate retention guidelines. This is particularly important regarding monetary and operational reporting, business-related activities, including timecard and costs, condition, security, and acquisition records.
Compliance with This Policy
We explore relationships with suppliers dedicated to supplying merchandise under reasonable and secure working conditions and reliable practices. All Partners are expected to take prudent steps to guarantee compliance with this Code of Conduct. In the event of any failure to adhere to this Code of Conduct, Partner must immediately report non-compliance to VLC Solutions. A Partner's failure to comply with this Code of Conduct can potentially cause VLC Solutions to discontinue its relationship. We expect that all Partners deliver the essential self-audits to secure they abide by this Code of Conduct at all times. VLC Solutions holds the right to audit Partner, including, but not confined to, Partner's books and records to verify compliance pertinent to this Code of Conduct. Partner must also provide consistent support in assisting with all such audits. VLC Solutions may promptly discontinue its business relationship (including any purchase order(s) and purchase contracts) with Partner without appeal if Partner or its spokespeople do not meet the criteria outlined in this Code of Conduct. VLC Solutions may, in its single consideration, need recertification of its Partner Code of Conduct by Partner during the term of any business processes and with Partner.
This Code of Conduct is not intended to clash with or modify any current contract's terms and conditions. Alternatively, this Code of Conduct aims to enhance any such contract terms. Upon encountering such a conflict, Partners must initially adhere to all applicable laws and statutes, and then the contract terms, followed by this Code of Conduct.