Corporate Responsibility & Partner Code of Conduct Policy

1        PURPOSE

1.1       EVOTEK and its subsidiaries and affiliates (collectively “EVOTEK” or “Company”) operates in a complex regulatory and contractual environment that requires high standards of professional corporate and individual conduct. Accordingly, EVOTEK has established this corporate Code of Conduct Policy (“Policy”) to ensure that EVOTEK’s employees and contractors understand EVOTEK’s requirements and expectations for corporate and individual conduct.

1.2       EVOTEK recognizes that trust is integral to our organizational success and that our corporate and individual conduct are foundational to ensuring that this trust is enduring and endemic throughout EVOTEK’s corporate functions and the actions of each employee or contractor.

1.3       EVOTEK’s customers, frequently larger enterprises, publicly traded companies, or government organizations, are required to validate vendor practices, many of which form part of this Policy. These organizations require that their suppliers maintain appropriate internal controls including establishing expectations for acceptable code of conduct based on various scenarios and circumstances. This policy seeks to clarify EVOTEK’s expectations related to acceptable conduct.

2        SCOPE

2.1       This Policy applies to all corporate functions across EVOTEK and its affiliates and subsidiaries.

2.2       All employees and contractors are expected to read, follow, and acknowledge this policy.

2.3       To avoid ambiguity regarding acceptable corporate and/or individual conduct, this Code of Conduct policy provides explicit guidance and establishes expectations for appropriate behavior across a number of common scenarios. No policy can fully anticipate all scenarios where questions may arise regarding appropriate conduct. Accordingly, this policy will be updated from time-to-time (minimally annually) to address situations that require further clarification. Employees and contractors are invited to seek clarification with their manager or EVOTEK’s CFO for issues not overtly referenced in this policy or that are nuanced in nature.

3        POLICY

3.1       Guidance from Management

Should there be questions regarding what appropriate conduct is based on unique circumstances, EVOTEK employees and contractors should seek guidance from their manager, who will document the expectations for appropriate conduct based on the situation at hand and guided by this Policy. Should the specific situation require additional guidance, the manager will request clarification from EVOTEK’s CFO. Regardless of the scenario at hand, all employees and contractors are invited to consider the following questions to guide their conduct:

·       “Will my actions engender trust and maintain EVOTEK’s reputation and fulfill regulatory requirements and/or contractual obligations?”

·       “Is this action consistent with EVOTEK’s corporate culture and guidance from EVOTEK’s management and executive leadership team?”

  • “Do my actions enhance or damage the goodwill and reputation that EVOTEK has established?”

3.2       Respect for Individuals & Follow EVOTEK Employees

Trust is built by keeping commitments, ensuring quality, and general professionalism in all our interactions with fellow EVOTEK employees, contractors, vendors & suppliers, and valued EVOTEK customers.

Interactions with individuals should be professional, courteous, and free from discriminatory or abusive behavior. EVOTEK respects diversity and values the individual differences among our employees and contractors.

EVOTEK is an equal employment/affirmative action employer and is committed to providing a workplace that is free from discrimination and from abusive, offensive, and/or harassing behavior. Any employee who feels that they have been subject to this behavior should report the incident to human resources (HR@evotek.com) or their manager.

3.3       Direct, Honest & Open Communications

EVOTEK values open, direct, and assertive communications amongst its employees and contractors. All EVOTEK employees and contractors have a valued viewpoint and their insights and perspectives are actively sought as EVOTEK executes its business operations. EVOTEK employees and contractors are expected to bring concerns related to professional and corporate conduct directly to their manager. Further, employees and contractors are expected to communicate risks and other factors that may impact EVOTEK’s obligations, be they regulatory or contractual, directly, to their manager and consistent with EVOTEK’s Risk Management Policy. EVOTEK’s managers, as well as the executive leadership team, proactively seek the engagement and participation of their staff and are expected to create an environment that engenders open, collaborative, honest, and direct communications.

3.4       The Executive Leadership Team & Tone at the Top

EVOTEK’s executive leadership team has a special role in ensuring that corporate and professional conduct meets required standards and that issues that require attention are addressed in an appropriate and timely manner. EVOTEK’s executive leadership team effectively establishes the tone at the top for expected behavior and across the entire organization including EVOTEK’s affiliate and subsidiaries. EVOTEK’s executive leadership team has established EVOTEK’s corporate values that are integrity, commitment, evolve, innovation, drive, and community. These values guide our strategic initiatives as well as our day-to-day functions. EVOTEK’s executive leadership team is committed to these values and to ensuring their resonance and adoption throughout the organization.

3.5       Compliance with Laws & Regulations

EVOTEK complies with applicable laws and regulations. These laws and regulations address a number of corporate functions including human resources, finance & accounting, and other line-of-business functions. Further, EVOTEK is subject to laws that require reasonable security and privacy practices be established and proactive risk management. EVOTEK employees and contractors are expected to be versed on those regulations and/or contractual obligations that are in-scope for their specific department, function, or business practice. EVOTEK maintains internal legal counsel that assists in the validation of applicability of regulations and laws that may be germane to EVOTEK’s operations, the markets we serve, and the jurisdictions in which we operate. EVOTEK employees and contractors are required to bring any violations or perceived violations of laws and regulations to the attention of their manager and/or EVOTEK’s CFO.

3.6       End User License Agreements (EULAs) and Enterprise Agreements (EAs)

EVOTEK has material business relationships with multiple device and software manufacturers that have established their licensing requirements, typically in the form of an end user licensing agreement (EULA) where the license is focused on individual or consumer access to the device or application or an enterprise agreement (EA) where the license is focused on an entity’s or organization’s use of the device or application. Under both scenarios, EVOTEK requires that its employees and contractors follow these agreements appropriately. Should there be questions or concerns regarding permissible activities, functions, or behavior associated with either a EULA or EA, these should be brought to the attention of EVOTEK’s CFO.

3.7       Competition

EVOTEK operates in highly competitive markets. EVOTEK is dedicated to ethical, fair, and vigorous competition and we are confident in EVOTEK’s ability to compete in the markets in which we operate without denigrating competitors or invoking anti-competitive tactics to unduly influence EVOTEK bids. EVOTEK will not offer or solicit improper payments or gratuities as part of EVOTEK’s business development and sales functions.

3.8       Intellectual Property (IP), Proprietary, Confidential, and Material, Non-Public Information (MNPI)

As part of EVOTEK’s operations, EVOTEK employees and contractors may have access to various forms of sensitive information including intellectual property (IP), proprietary, confidential, and material, non-public information (MNPI). At all times, this information will be appropriately governed and secured. EVOTEK employees and contractors are explicitly prohibited from deriving personal benefit as a result of this access to various forms of sensitive information. EVOTEK takes the obligations of mutual, non-disclosure agreements (MNDAs) or non-disclosure agreement (NDAs) seriously and requires its employees and contractors to be bound by EVOTEK’s non-disclosure obligations.

3.9     Disclosures, Need-to-Know & Least Privilege Principles

As part of EVOTEK’s broader governance and security practices, EVOTEK employs the principle of least privilege and information disclosures are only conveyed to those employees or contractors who have a valid need-to-know and who are subject to an appropriate non-disclosure obligation.

3.10    Health and Safety

EVOTEK is committed to the health and safety of our employees, contractors, and individuals who may visit EVOTEK locations and facilities. EVOTEK employees and contractors are expected to conduct their activities in a safe manner. All EVOTEK facilities are deemed to be ‘non-smoking’ environments.

3.11    Conflicts of Interest

EVOTEK recognizes that complex operating environments may result in potential conflicts of interest. EVOTEK employees and contractors are required to take an objective, fair, and unbiased perspective when performing their job functions and where there is a conflict of interest, or the appearance of a conflict of interest, to seek guidance from their manager as to the appropriate course of action. Employees and contractors are required to never use EVOTEK property or information for personal gain.

3.12    Receiving Business Considerations and Gifts  

There are occasions where suppliers, manufacturers, and other vendors provide sales performance incentive funds (SPIFs) as part of that organization’s business development activities. These same organizations may also invite EVOTEK employees to business meals to discuss new features, services, or functionality with their applications, products, or services. EVOTEK employees and contractors are reminded that these incidental business considerations or gifts should not bias, direct, or otherwise change decisions related to business functions and the awarding of contracts or engagements. Should there be any doubt as to the implications of accepting a SPIF or gift from an outside party, the employee or contractor should review the circumstances specifically with their manager, who may consult EVOTEK’s CFO for additional guidance. EVOTEK employees are explicitly required not to actively solicit business courtesies or gifts from prospective suppliers, manufacturers, or vendors.

3.13    Giving Business Considerations and Gifts 

EVOTEK is committed to competing on the merits of the services and products we provide to our clients and prospective clients. Employees and contractors should avoid actions that create a perception of biasing the bidding and awarding of contracts or purchase orders. EVOTEK will neither give nor accept business considerations or gifts that constitute, or could reasonably be perceived as constituting, unfair inducements that would violate laws, regulations, internal EVOTEK policies, client policies, or that would negatively impact EVOTEK’s reputation.  EVOTEK employees who offer business considerations and gifts must assure that said consideration or gift cannot be reasonably interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon EVOTEK. Employees are strictly prohibited from using their personal funds where corporate funds have been denied based on EVOTEK policy or regulatory requirements.

3.14    Financial Reporting & Disclosures

EVOTEK follows generally accepted accounting principles (GAAP). Corporate records are maintained according to GAAP as well as applicable regulations and/or contractual obligations. Organizational records are retained based on EVOTEK’s document retention schedule and/or mandated retention periods. Similar to other forms of sensitive information, financial records and disclosures are made on a need-to-know basis and accounting functions employ separations of duties. Disclosures related to EVOTEK’s financial reporting must be provided by EVOTEK’s CFO and require that the recipient of said disclosures to have executed an appropriate non-disclosure agreement.

3.15    Client Questionnaires, Contract Reviews & Contract Execution

As part of EVOTEK’s business development activities, prospective and current clients may submit due diligence questionnaires and legal agreements including service agreements that address financial, privacy, security, and other governance topics to EVOTEK employees. Responses to client and prospective client questionnaires and contracts require executive review and approval, typically conducted by EVOTEK’s Chief Financial Officer, EVOTEK’s Chief Information Security Officer, EVOTEK’s Chief Privacy Officer, as well as EVOTEK’s internal counsel. EVOTEK employees and contractors are strictly prohibited from executing agreements on behalf of EVOTEK or responding to client and prospective client issued questionnaires without the explicit authorization of EVOTEK’s CFO. EVOTEK employees and contractors are reminded to direct questions related to EVOTEK’s financial status directly to the CFO.

3.16    Commitment to Enterprise Risk Management (ERM) Principles

EVOTEK is committed to following enterprise risk management principles as part of our operational environment. Risks are documented and maintained in a risk register and risk treatment strategies are evaluated by EVOTEK’s executive leadership team as part of routine corporate strategy and corporate planning sessions. The scope of EVOTEK’s ERM assessment include risks to EVOTEK operations, financial risks, regulatory and contractual risks, privacy & security risks, and risks to EVOTEK’s operations. Consistent with EVOTEK’s expectations for open, collaborative, and honest communications, employees and contractors are invited to communicate risks directly to their manager and/or the executive leadership team.

3.17    Accountability & Corporate Standards

EVOTEK has built a corporate culture that is founded on accountability and high corporate standards. EVOTEK expects all employees and contractors to be forthright and accurate in communicating issues and risks to the organization. Our organization is committed to quality, ethical, and legal professional conduct. Each employee or contractor is accountable to ensuring that their work product is high-quality, reviewed by peers where applicable, and delivered in a manner consistent with regulations and contractual obligations that govern EVOTEK’s practices. Given the sensitive information that is part of EVOTEK’s operating environment, all employees and contractors are reminded of their obligations with respect to intellectual property, confidential information, and other material, non-public information. EVOTEK values the trust that has been provided to the Company by our business partners, clients, and employees alike and strives to maintain a corporate environment that protects and strengthens this trust.

3.18    Use of EVOTEK Resources

As noted in EVOTEK’s Acceptable Use Policy (AUP), EVOTEK employees and contractors are reminded that the use of EVOTEK resources including Company assets, applications, equipment, information, and Company time is for organizational uses only. Employees and contractors should exercise good judgment in their use of Company-provided resources. EVOTEK reserves the right, where legally permissible, to monitor or review all data and information contained on an employee’s or contractor’s EVOTEK-issued device. EVOTEK will not tolerate the use of EVOTEK resources to create, access, store, print, solicit, or disseminate materials that are deemed to be harassing, threatening, lewd, abusive, sexually explicit, or otherwise objectionable. Employees and contractors should solicit guidance from their manager should there be any questions or concerns regarding the appropriate or sanctioned use of EVOTEK resources.

3.19    Media Inquiries

Occasionally, EVOTEK may receive inquiries from various media outlets seeking to get a better understanding of EVOTEK’s operations, its financial status, projects with clients, or other details that may be propriety or sensitive in nature. EVOTEK employees and contractors are explicitly forbidden to speak with the media unless this activity has been preauthorized. Media inquiries should be directed to EVOTEK’s CFO. The CFO will determine who the appropriate member of EVOTEK’s executive leadership team should be that will address the media inquiry.

4        ENFORCEMENT

4.1       Violation of this policy by an employee or contractor of EVOTEK will result in appropriate disciplinary action up to and including termination. Violation by an agent, contractor, processor, or other third party of this policy or EVOTEK’s privacy and confidentiality requirements will result in the exercise of appropriate legal remedies available at law or in equity including termination for material breach of contract.

4.2       The Company further reserves the right to monitor employee activity at its absolute discretion to ensure compliance with this policy.