Chadwick Martin Bailey, Inc. (“CMB”) is committed to operating with the highest degree of integrity, ethics and in compliance with all applicable laws. We have a code of conduct for our employees that describes the policies, procedures and principles that they must follow. Likewise, we require our vendors, suppliers, subcontractors, agents, representatives, and other business partners, as well as their employees, agents, representatives, and subcontractors (each, a “Vendor” and collectively, “Vendors”), to share in this commitment.

In addition to abiding by all applicable laws and the terms of any agreement with CMB, each Vendor must abide by this Vendor Code of Conduct (“Code”). Failure to comply with this Code will be considered a material breach of the Vendor’s agreement with CMB and may result in CMB immediately terminating the relationship. In the event of any conflict between this Code and any other agreement between CMB and a Vendor, the terms of such other agreement will govern.

1. COMPLIANCE WITH LAWS

Vendors must comply with all applicable laws, rules and regulations, including, without limitation, the following:

Anti-Corruption

Vendors must comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign Public Officials Act, as well as any other applicable laws and regulations prohibiting public or commercial bribery, extortion, kickbacks, or other unlawful or improper means of conducting business.

Vendors are strictly prohibited from, directly or indirectly, promising, giving, or authorizing the provision of anything of value to secure an improper advantage, to induce anyone to improperly perform a function or duty, to reward anyone for the improper performance of a function or duty, or with the belief that the acceptance of the thing of value is improper. A thing of value includes, but is not limited to, money, gifts, favors, donations, meals, and entertainment, regardless of amount.

Vendors are prohibited from promising, giving, or authorizing the provision of “facilitating payments” to expedite or secure the performance of non-discretionary, routine governmental duties, even if permitted by the FCPA or local laws. Vendors may never offer, promise, or give, gifts, hospitality and/or travel to government officials on CMB’s behalf for the purpose of improperly obtaining or retaining business or securing an improper business advantage.

Vendors may not request, agree to accept, or accept a thing of value as a reward or in exchange for improperly performing any activity related to CMB’s business if doing so reasonably could be viewed as compromising the Vendor’s ability to make objective decisions on behalf of CMB.

Conflicts of Interest

Vendors shall disclose any potential conflicts of interest prior to forming a relationship with CMB, or as soon as a Vendor becomes aware of a conflict after initiating a relationship.

Competition

Vendors must comply with all applicable laws and regulations regarding fair competition and antitrust.

Data Privacy and Information Protection

Vendors must comply with all applicable data privacy laws and regulations when processing the personal or identifying information of anyone with whom they conduct business, including but not limited to, suppliers, customers, consumers, and employees. Vendors must also strictly safeguard the confidential data and information of CMB, including personal or identifying information. Vendors must take reasonable steps to keep data secure and confidential at all times.

Intellectual Property and Confidential Information

Vendors may not share or disclose CMB’s intellectual property, confidential information, or any other proprietary information that a Vendor acquires through its engagement with CMB to third parties. This includes, but is not limited to, information developed by a Vendor in connection with its engagement with CMB, and any information relating to the products, consumers, pricing, costs, strategies, programs, processes, and practices of CMB or its clients.

Employment, Labor, Health, and Safety

Vendors must strictly comply with all applicable employment, labor, health, and safety laws and regulations in all markets in which they operate.

We expect Vendors to actively promote a diverse and inclusive environment through specific programs and initiatives to recruit, develop and retain diverse talent of all types. Vendors shall make good faith efforts to identify and, where available and appropriate, utilize suppliers that are certified or self-identify as minority, women, disabled person, lesbian, gay, bi-sexual, transgender and/or U.S. veteran-owned.

Vendors must prohibit unlawful discrimination or harassment in the workplace, which includes any behavior that creates an intimidating, unsafe or hostile environment, and such prohibition extends to the behavior of Vendors’ personnel toward any consume, CMB personnel or CMB client.

Vendors must comply with the local minimum wage and maximum working hours requirements, and may not use forced, involuntary, or child labor.

Vendors must provide all of its personnel and representatives with safe and healthy working conditions, including by offering emergency training and resources, as appropriate.

International Trade and Export Controls

Vendors must comply with all applicable import, export, customs, sanctions, embargoes, boycott and other trade compliance laws and regulations.

Environmental

Vendors must conduct their operations in ways that are environmentally responsible and in compliance with all environmental laws, regulations, and standards. As part of this commitment, Vendors should act to promote energy efficiency, reduce pollution, and conserve resources.

2. ACCURATE BOOKS AND RECORDS AND AUDIT RIGHTS

Vendors must keep accurate books, accounts, and records for all transactions related to business with CMB. As part of CMB’s commitment to transparency, Vendors are required to cooperate fully with CMB in any government audits to the extent relevant and applicable to Vendors. Vendors are prohibited from using fictitious, inaccurate, or misleading documents to support transactions related to business with CMB and are prohibited from engaging in false or misleading accounting practices, such as using undisclosed or unrecorded payments.

3. SUBCONTRACTORS

Vendors should take reasonable steps to ensure that its subcontractors also operate in a manner consistent with this Code.

4. REPORTING CONCERNS

It is the obligation of every Vendor to immediately report any known or suspected violations by Vendor’s employees or representatives, as well as by CMB’s employees or representatives, of this Vendor Code of Conduct. Reports can be made by sending an email to legal@cmbinfo.com or calling (617) 350-8922.

5. VENDOR TRAVEL EXPENSE POLICY

Chadwick Martin Bailey, Inc. d/b/a CMB will reimburse its vendors for travel expenses that are (1) reasonable and necessary, (2) for a legitimate business purpose of CMB, (3) identified in a Statement of Work signed by both CMB and the vendor, and (4) documented in conformity with applicable laws, sound business practice, and this CMB Vendor Travel Expense Policy (the “Policy”).

TIMING

All expenses must be submitted as soon as possible after being incurred but no later than when the vendor submits its final invoice to CMB. Any expenses not included in the final invoice will result in reimbursement being denied.

SUBMISSION GUIDELINES

Below are some reminders for proper expense report submissions:

• All relevant receipts must be attached to the applicable invoice. Lack of documentation or receipts could result in reimbursement being delayed or denied.
• Receipts are required for all expenses equal to or greater than $25. Do not submit receipts for items less than $25. Credit card statements are not acceptable as a replacement.
• Do not group expenses together.
  • Example: Do not put all meals under one line. Every expense item should be on a different line.

• When expensing airfare or other similar items that are booked in advance, be sure to put the purchase date as the date “incurred” and put the actual travel date(s) in the notes section.
• IRS requirements: the following IRS-required information should be included either on the receipt or on the expense report itself:
  • Date of transaction
  • Amount of transaction
  • Location (name, city and state)
  • Purpose of travel or business purpose
  • For business meals: # of attendees, names, and their business affiliation

PERMITTED EXPENSES

Vendors incurring travel costs at CMB’s expense are expected to exercise the same care in incurring expenses as a prudent person would in spending personal funds. If a vendor has any doubts about the appropriateness of an anticipated travel expense, the vendor should consult with its CMB contact in advance of incurring the expense.

SPECIFIC TYPES OF EXPENSES

• Air Travel: Vendors must select the least costly direct air route, considering advance purchase rates and airline discounts. At the traveler’s discretion, other potential savings opportunities may be considered.
• Frequent Flyer Programs: Vendors are allowed to keep frequent flyer miles earned while traveling on CMB business.
• Hotels: Vendors must use discretion and book standard accommodations at reasonably priced hotels. When business reasons require a hotel stay in a specific hotel, i.e., where a conference is being held, these hotels may be booked.
• Automobile: Vendors who rent cars will not be reimbursed for specialty rental vehicles (e.g., luxury, sports utility, convertible). If personal vehicles are used, CMB reimburses actual mileage incurred at the standard IRS mileage rate, which is adjusted periodically. Reimbursement for gas will not be appropriate when requesting reimbursement for mileage. Vendors must comply with all traffic laws and use good judgment.
• Meals and Entertainment: Reasonable meal costs necessary for CMB business will be reimbursed. Claims must be itemized and include actual receipts. Entertainment will not be reimbursed.
• Family: CMB will not pay or reimburse any expenses whatsoever for family members, friends or acquaintances who accompany vendor on CMB business.

EXAMPLES OF ACCEPTABLE EXPENSES

The following types of expenses may be reimbursable, if reasonable and necessary, for CMB business purposes:

• Air and rail travel, which also includes change or cancellation penalties imposed by the airlines if due to unavoidable circumstances (supporting documentation must be supplied with the expense report) and travel agency fees when applicable
• Meals while on Company business
• Car rental and gas for rental vehicles
• Ground transportation including taxi and public transportation fares, mileage for personal vehicles, parking fees, and tolls
• Standard hotel accommodations and expenses including room service, valet, and housekeeping tips
• Telephone, faxes, and Internet connectivity charges
• Tips associated with lodging, meals, and transportation if customary
• Travel to and from an airport calculated at the rate per mile established by the Internal Revenue Service when using your personal vehicle
• Flight upgrades up to $100 only on flights that are greater than 4 hours each (e.g., to switch from middle seat to aisle, to get extra leg room)

EXAMPLES OF EXPENSES THAT WILL NOT BE REIMBURSED

The following are examples of non-reimbursable expenses (items that will not be covered by CMB). This should be considered a partial listing:

• Airline club membership fees
• Commuting costs to/from home and normal place of business
• Costs incurred by unreasonable failure to cancel reservations
• Excessive tipping
• Fees, interest, and/or late charges associated with personal credit cards
• Fines or tickets resulting from traffic, parking, or other violations
• Life, accident, or flight insurance premiums
• Lost, broken, or stolen property that is the personal property of the vendor
• Luggage or briefcases
• Magazines and books
• Alcohol delivered to a vendor’s home or business address
• Trip insurance
• Flight upgrades:
  • On trips that last less than 4 hours
  • Greater than $100
• Expenses that have been or will be paid or reimbursed by an outside source or third party
• Other expenses not directly related to the performance of the actual travel assignment

Thank you for your partnership with CMB!

v1.0

Effective September 11, 2023