Supplier Code of Conduct
1. Purpose and Applicability
Fairwater Holdings LLC and its subsidiaries, affiliates, and divisions (collectively, “Fairwater”) are committed to conducting business in an ethical and socially responsible manner, and in compliance with applicable laws, rules, and regulations. This Supplier Code of Conduct (“Supplier Code”) establishes the standards expected of all suppliers, vendors, contractors, consultants, and third parties that provide goods or perform services for Fairwater (collectively, “Suppliers”).
Fairwater recognizes that Suppliers operate in a variety of legal, regulatory, and cultural environments throughout the world. This Supplier Code sets forth the basic requirements that Suppliers shall embrace and adhere to when conducting business with Fairwater. Suppliers are expected to use this Supplier Code to guide their actions and to continuously improve their processes and procedures.
2. General Business Practices
Suppliers shall be committed to the highest ethical standards and shall conduct business with integrity, fairness, and professionalism. Suppliers shall comply with applicable laws, rules, and regulations, including the laws of the states of incorporation and the jurisdictions in which they conduct business.
Suppliers shall engage in business activities consistent with the obligations in their agreement with Fairwater, whether such agreement is in the form of a contract or purchase order. Suppliers are expected to maintain accurate and complete business, operational, and financial records. Suppliers shall present themselves as independent entities and shall not represent themselves as agents or representatives of Fairwater or otherwise attempt to bind Fairwater in any manner.
3. Health, Safety, and Environment
Suppliers shall provide and maintain a safe, secure, and respectful workplace. Suppliers shall comply with applicable occupational health and safety, labor, employment, environmental, and security laws and regulations, as well as any Fairwater requirements applicable to the services being performed or the goods being procured. Suppliers shall maintain insurance coverage at the levels required by Fairwater and shall promptly report to Fairwater any incident or accident involving Fairwater personnel, facilities, equipment, vessels, information systems, intellectual property, or other Fairwater assets.
Suppliers shall provide working conditions that support the well-being and integrity of workers. Suppliers shall implement appropriate measures to identify and manage workplace hazards, prevent injuries, illnesses, and occupational exposures, and protect workers, customers, property, and the environment.
4. Human Rights and Workplace Practices
Fairwater is committed to respecting human rights and expects its Suppliers to uphold the dignity, integrity, and well-being of all workers. Suppliers shall provide equal employment opportunities and maintain workplaces free from discrimination, harassment, retaliation, intimidation, and violence of any kind.
Suppliers shall prohibit all forms of forced labor, human trafficking, child labor, and worker exploitation. Workers shall be treated with dignity and respect, and shall not be subjected to physical punishment, coercion, threats, abuse, or degrading treatment. Suppliers shall comply with applicable wage, hour, overtime, benefit, and employment laws. Consistent with applicable laws, Suppliers shall respect workers’ rights to freedom of association and collective bargaining. While performing services for Fairwater, Supplier personnel shall be free from the influence of illegal drugs, alcohol, or improperly used controlled substances. Threats, intimidation, harassment, and violence as well as the unauthorized possession of firearms, explosives, or other weapons at any Fairwater workplace are strictly prohibited.
5. Responsible Procurement, Gifts, and Entertainment
Suppliers shall select goods and services in an impartial manner based on availability, quality, cost, performance, and sustainability. Suppliers shall avoid conflicts of interest and act in Fairwater’s best interests while performing services for Fairwater. Conflicts of interest occur when competing loyalties could create a business or personal benefit to a Supplier at the expense of Fairwater or its customers. Any actual, potential, or perceived conflict of interest shall be promptly disclosed to Fairwater.
Fairwater’s relationships with its Suppliers are based on sound business decisions and fair dealing. Gifts, entertainment, loans, or anything of value shall not be offered to Fairwater personnel by any Supplier or any person or company that does business or seeks to do business with Fairwater, except for marketing materials of nominal value and modest meals or entertainment consistent with customary business practices and applicable law.
6. Fair Competition, Anti-Corruption, and Anti-Bribery
Suppliers shall comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-corruption, anti-bribery, and fair-trade laws and regulations in the jurisdictions where they operate. Suppliers shall not directly or indirectly offer, give, promise, authorize, solicit, or accept bribes, kickbacks, facilitation payments, or anything of value intended to improperly influence a business decision, obtain an improper advantage, or influence the actions of any government official or other third party.
Suppliers shall conduct business only with legitimate parties and through lawful business activities and shall not participate in, facilitate, or support money laundering, the financing of illegal activities, or other unlawful trade practices. Suppliers shall maintain appropriate controlsto identify and prevent transactions involving the proceeds of criminal activity or other illegal conduct and shall comply with applicable laws relating to financial crime prevention.
Suppliers shall comply with applicable antitrust and competition laws and shall not engage in unlawful agreements or practices that restrict competition, which includes price-fixing, bid rigging, or market allocation. Suppliers are expected to make independent business decisions and to avoid any conduct that creates the appearance of impropriety or otherwise violates applicable competition laws.
7. Trade Compliance, Sanctions, and Export Controls
Suppliers shall comply with applicable trade, export control, customs, and economic sanctions laws and regulations, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, and other applicable governmental authorities. Suppliers shall not directly or indirectly conduct business relating to Fairwater with any individual, entity, vessel, organization, or country that is subject to applicable sanctions, export restrictions, or other trade prohibitions unless expressly authorized by law and approved in writing by Fairwater.
Suppliers shall maintain appropriate controls to identify and manage sanctions, export control, and trade compliance risks and shall provide accurate and complete information regarding the origin, classification, valuation, and movement of goods, services, software, technology, and related data. Suppliers shall promptly notify Fairwater of any actual or suspected violation of applicable trade, export control, customs, or sanctions laws that could affect work performed for Fairwater.
8. Protection of Information, Technology, and Fairwater Assets
Suppliers shall safeguard Fairwater’s non-public information, technology resources, intellectual property, and physical assets from unauthorized access, use, disclosure, loss, theft, destruction, or misuse. Confidential, proprietary, trade secret, and other non-public information obtained through the course of the Supplier’s engagement with Fairwater—including business, financial, technical, customer, supplier, contractual, and other commercially sensitive information—shall be used solely for authorized business purposes and shall not be disclosed to any third party or used for the benefit of the Supplier or any other person without Fairwater’s prior written consent.
Suppliers that access or connect to Fairwater’s information technology systems, networks, applications, devices, cloud services, or electronic data shall do so only for authorized business purposes and in compliance with applicable laws, contractual requirements, and Fairwater policies. Suppliers shall take reasonable measures to prevent cybersecurity threats, including malware, ransomware, phishing, and data breaches, and shall not introduce unauthorized software, hardware, artificial intelligence (AI) and machine learning (ML) tools, cloud services, removable media, or other technologies into Fairwater environments without prior authorization.
Suppliers shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Fairwater information and systems and shall comply with applicable privacy, cybersecurity, data protection, confidentiality, and intellectual property laws. Suppliers shall promptly notify Fairwater of any actual or suspected unauthorized access, loss, misuse, cybersecurity incident, or other security event involving Fairwater information, systems, or assets.
9. Communications and Social Media
Unless expressly authorized in writing, Suppliers shall not speak on behalf of Fairwater, represent themselves as agents of Fairwater, or make public statements regarding Fairwater, its customers, projects, operations, business activities, or any services performed for Fairwater. All inquiries from the media, government agencies, investors, customers, or other external parties concerning Fairwater shall be promptly referred to Fairwater.
Suppliers shall exercise sound judgment in public communications, marketing materials, and social media activity and shall not disclose confidential information or create the impression that they are speaking on behalf of Fairwater. Suppliers may not use Fairwater’s name, logos, trademarks, service marks, or other intellectual property in any public communication, advertisement, promotional material, website, social media post, press release, or customer reference without Fairwater’s prior written authorization.
10. Supply Chain and Third-Party Responsibility
Suppliers are responsible for ensuring that their employees, agents, subcontractors, suppliers, and other business partners engaged in providing goods or services to Fairwater comply with the principles and requirements of this Supplier Code, including obligations relating to confidentiality, information security, intellectual property, and the safeguarding of Fairwater assets.
Suppliers shall exercise appropriate due diligence in the selection, oversight, and management of third parties, and shall take reasonable steps to identify, prevent, mitigate, and address compliance risks within their operations and supply chains. Suppliers shall maintain appropriate processes and controls to support compliance with this Supplier Code and applicable laws and regulations and shall cooperate with Fairwater in evaluating or addressing compliance concerns. Suppliers remain responsible for the acts and omissions of any third party engaged by a Supplier in connection with work performed for Fairwater.
11. Compliance and Enforcement
Suppliers are responsible for maintaining policies, procedures, training, and controls designed to ensure compliance with this Supplier Code and applicable laws. Suppliers shall cooperate with any reasonable inquiry, audit, investigation, or corrective action process related to compliance with this Supplier Code.
Fairwater reserves the right to assess Supplier compliance with this Supplier Code and to require corrective action where concerns are identified. Fairwater may require the removal of Supplier personnel from Fairwater projects or facilities, suspend work, terminate agreements, or take any other action permitted by law or contract where noncompliance is identified. Failure to comply with this Supplier Code may result in the termination of the business relationship with Fairwater. Fairwater reserves the right to amend this Supplier Code from time to time in its sole discretion.
12. Reporting
Suppliers shall promptly notify Fairwater of any actual or suspected violation of this Supplier Code, applicable law, or Fairwater policy. Any notices should be provided to the Supplier’s Fairwater business contact or to supplierethics@fairwater.us. Fairwater encourages open and honest communication regarding compliance and ethical concerns and expects Suppliers to promote an environment in which individuals feel comfortable raising compliance, legal, or ethical concerns in good faith.
