Important Message From EVOTEK

EVOTEK strives to maintain the highest ethical standards and ensure our organization’s activities are consistent with this policy and EVOTEK’s corporate responsibility to our clients, our employees, and our partners. EVOTEK expects that our partner and supplier community not only share this commitment but recognize that conducting business with EVOTEK requires acknowledgement of and adherence to this EVOTEK Corporate Responsibility and Partner Code of Conduct Policy. EVOTEK will only conduct business with partners who share this commitment to corporate responsibility.

Our organizations operate in a complex environment where challenges may surface across a number of areas. This Policy provides EVOTEK’s expectations regarding how these issues should be managed. EVOTEK’s guiding principles are focused on doing what is right for our clients, our employees, and our partners whether legally obligated or not. EVOTEK’s success is built on the trust we have established within the communities in which we operate. EVOTEK’s actions are focused on strengthening that trust and as a valued EVOTEK partner, your role in our success cannot be overstated. We thank you for your acknowledgement of this policy and the values that serve as a foundation for our mutual success.

Scope

This EVOTEK Corporate Responsibility and Partner Code of Conduct Policy (“Policy”) applies to all suppliers, vendors, contractors, independent contractors, sub-contractors, or other such entities that provide goods and services to EVOTEK, its affiliates, or subsidiaries (collectively “Partners”). EVOTEK requires that all Partners read, acknowledge, and comply with the requirements established in this Policy. Violations of this policy may result in termination of the Partner’s engagement with EVOTEK for cause. EVOTEK provides goods and services across multiple jurisdictions and this Policy attempts to reflect broad legal requirements for corporate social responsibility within these various operating environments. Should conflict of law principles arise, this policy will be governed by the laws of the U.S. within the jurisdiction of California. EVOTEK’s Partners are responsible for maintaining their own compliance with applicable laws and regulations for the jurisdictions in which they operate. EVOTEK employees are strictly prohibited from requesting goods or services that are in violation of applicable laws and regulations and the objectives of this Policy and have signed an employee Code of Conduct policy reflecting the same.

Compliance with Applicable Laws & Regulations

EVOTEK complies with applicable laws and regulations for the jurisdictions in which EVOTEK operates and expects its Partners to comply with the same. Specifically, EVOTEK requires that its Partners follow applicable laws, regulations, standards, and industry rules for the operating environment related to the goods and services associated with the Partner’s engagement with EVOTEK.

Books & Records

EVOTEK requires that its Partners follow Generally Accepted Accounting Principles (GAAP) and/or International Financial Reporting Standards (IFRS) and that the Partner’s books and records for transactions and projects with EVOTEK are accurate, complete, and valid. Accounting for time, where applicable, will be based on the requirements submitted to the Partner from EVOTEK. Falsifying records and/or the failure to maintain accurate and complete records may result in the termination of the engagement with EVOTEK. Where otherwise agreed to, EVOTEK may request a right to audit the Partner’s records as they relate to the goods and services provided to EVOTEK.

Insider Information & Preclusions on Insider Trading

As part of the goods and services provided to EVOTEK, EVOTEK’s Partners may have access to confidential and sensitive information. Specifically, material, non-public information (MNPI) and other forms of confidential information must be governed and controlled appropriately and only used for its stated purpose. Partners and their employees are strictly prohibited from using MNPI and other forms of confidential information for personal or Partner benefit beyond the engagement. Access to MNPI and other forms of confidential information should only be used for its stated purpose and cannot be shared, copied, disseminated, or otherwise manipulated for any derivative or non-sanctioned purposes.

Reasonable Security & Privacy Practices

EVOTEK’s Partners are expected to maintain a reasonable security program that protects the information entrusted to the Partner by EVOTEK. Such security programs should include administrative, technical, physical, and operational controls, have executive sponsorship, and should be modeled on recognized standards for security practices (e.g., NIST CSF, ISO 27001, or CIS CSC). Partners should also have privacy programs that comply with state, federal, or international privacy regulations (as applicable).

Antitrust & Unfair Competitive Acts

Expectations and requirements related to fair competition and preclusions against antitrust activities are governed by applicable international and federal regulations and all Partners are expected to comply with the same. EVOTEK seeks to compete based on the merits of the goods and services offered to clients. EVOTEK expects its Partners to compete similarly and EVOTEK explicitly prohibits the following forms of anti-competitive and antitrust activity:

• Sharing pricing and other material factors related to an engagement or bid with competitors
• Providing MNPI and other forms of confidential competitive information to competitors and/or their affiliates
• Manipulating the terms and conditions, including pricing and credit terms, related to EVOTEK’s procurement of goods and services such that EVOTEK is precluded from competing fairly and based on the merits of EVOTEK’s goods and services offered to the market

Bribery & Corruption

EVOTEK explicitly prohibits actions or enticements that can be construed as either acts of bribery or corruption. Further EVOTEK complies with laws that preclude such corporate behavior including the U.S. Foreign Corrupt Practices Act (FCPA). EVOTEK requires that its Partners also adhere to the FCPA and have programs in place to establish anti-bribery and anti-corruption controls. Similar to the U.S. FCPA, many other countries have laws that strictly prohibit paying individuals within government or commercial entities to bias or favor the procurement of government and commercial contracts. Violations of the regulations and such payments may result in criminal charges, debarment, fines, and penalties. Only payments made for legitimate business purposes are deemed permissible. Specifically, EVOTEK employees and EVOTEK Partners are explicitly prohibited from giving anything of value, directly or indirectly, to government officials, government contractors or subcontractors, commercial counterparts (including officers and employees of that entity), or politicians regardless of jurisdiction or country, in order to solicit business or gain an advantage in a bid for the procurement of products or services. Indirect payments to third parties to unduly influence bids and procurement are also strictly prohibited.

Import and Export Laws, Trade Embargoes & Economic Sanctions

Applicable international and federal regulations governing the importing and/or exporting of goods and technology are expected to be followed by EVOTEK Partners. Partners are expected to maintain appropriate import and/or export documentation as required by trade laws and important/export regulations which are used to calculate duties, tariffs, and other obligations including the enforcement of trade restrictions and embargoes. Such documentation will be retained as per jurisdictional requirement and will be accurately and completely submitted to appropriate authorities as necessitated by the applicable jurisdiction. All Partners are expected comply with applicable trade laws and regulations. Failure of a Partner and its employees to adequately comply with trade laws and regulations may result in violations with ‘strict liability’ provisions calling for debarment, penalties, and fines without regard to the intent, knowledge, or the degree of care of the Partner.

Acceptable Use of and Protection over EVOTEK Assets

Assets, including confidential information and material, non-public information (MNPI), should be protected by EVOTEK’s Partners and only used according to the asset’s or business function’s stated purpose. Partners are expected to protect, preserve, and return upon request, supplies, materials, equipment, intellectual property including technology, data or information provided to the Partner by EVOTEK in conjunction with any engagements or business projects between the two entities.

Gifts & Entertainment

No employee of EVOTEK will knowingly accept or seek gifts for themselves or others and Partners should not seek to unduly influence their business relationship with EVOTEK through improper means by giving gifts or entertaining EVOTEK officers and employees beyond reasonable and customary business courtesies. Gifts and entertainment that are provided to unfairly influence business decisions are strictly prohibited.

Confidentiality

The business relationships between EVOTEK and its business Partners frequently result in the creation of or access to highly sensitive and confidential information. Consistent with separately executed non- disclosure agreements, confidential information in all its guises should be adequately governed, protected, and only shared with Partner employees on a need-to-know basis. Partners are expected to respect and protect EVOTEK’s intellectual property, MNPI, customer lists, pricing methodologies, and all other trade secrets that the Partner may access as part of an engagement with EVOTEK. These trade secrets, MNPI, confidential information, and intellectual property remain the exclusive property of EVOTEK. Partners are explicitly prohibited from disclosing such information unless explicitly instructed to do so by EVOTEK in writing from a duly authorized individual within EVOTEK. All such information should only be used for its stated and explicit purpose. Partners are strictly prohibited from conveying confidential information to entities, parties, individuals, or other third parties unless explicitly authorized by EVOTEK to affect such disclosures. At the conclusion of the business relationship between EVOTEK and the Partner, all such confidential information that has been conveyed by EVOTEK to the Partner should be returned to EVOTEK or destroyed and verified by EVOTEK in a manner sufficient to EVOTEK’s satisfaction.

Conflicts of Interest

Conflicts of interest can present ethical challenges and undermine trust. EVOTEK expects its employees and Partners to proactively disclose scenarios where conflicts of interest, or potential conflicts of interest, may arise. Conflicts of interest occur when individuals and organizations have dual, competing interests that conflict with fiduciary responsibilities to their employers and/or customers and result in business decisions that are not in the best interest of the customer or EVOTEK. EVOTEK Partners are expected to proactively disclose actual or potential conflicts of interests to EVOTEK for appropriate assessment and treatment.

Expectations for Professional Behavior

At all times, EVOTEK expects its Partners and their employees to maintain appropriate standards for professional conduct. EVOTEK will not tolerate behavior or conduct that is deemed to be sexist, racist, and discriminatory in nature nor any behavior that creates a hostile work environment.

Health & Safety

EVOTEK’s partners are expected to maintain work environments that comply with local, state, and federal safety laws and regulations and ensure a safe work environment.

Employment & Labor Practices

EVOTEK’s partners must ensure that their products and services are generated sans illegal child labor, involuntary servitude, exploitation of children, and other forms of labor exploitation. EVOTEK requires that its Partners comply with applicable labor laws and international standards including the U.S. Fair Labor Standards Act (FLSA). All Partners are expected to treat their employees in an ethical, safe, and respectful fashion.

Human Rights

EVOTEK strongly believes in core human rights and expects its Partners to comply with laws and regulations that offer protections for human rights. EVOTEK recognizes that human rights are global in nature and for Partners who operate in jurisdictions or countries where human rights are not codified, to still operate under international norms that ensure equal opportunity for employees regardless of race, gender, national origin, sexual orientation, religion, or other characteristics. EVOTEK requires that its Partners comply with jurisdictional compensation laws, including those addressing overtime and workday limits.

Conflict Minerals

EVOTEK’s partners are strongly encouraged to implement sourcing practices and policies that minimize direct or indirect funding of armed groups engaged in human rights abuses in the sourcing of minerals (aka conflict minerals).