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Supplier Code of Conduct

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SOLARWINDS’ CORE VALUES

SolarWinds is committed to maintaining the highest ethical standards and conducting business in full compliance with all applicable laws and regulations. It’s essential that our Suppliers are also committed to upholding these principles. Therefore, our Supplier Code of Conduct reflects the business practices and principles of behavior that support this commitment.

WHO MUST FOLLOW THIS CODE?

All persons, companies, or other entities delivering, or any that may be invited to deliver, products and/or services (collectively, “Suppliers”) to SolarWinds and its affiliated companies must abide by this Code. This Code is intended to complement, but not replace, SolarWinds policies and procedures that may be applicable to Suppliers. If any SolarWinds policy or procedure conflicts with this Code, you must comply with this Code.

WHAT ARE YOUR DUTIES AND RESPONSIBILITIES?

Responsibility for the SolarWinds commitment to integrity extends to each Supplier.

We expect every Supplier to adhere to high ethical standards, promote ethical behavior, and be honest and forthright in its business dealings.

Suppliers are expected to:

  • Read and understand our Code and its application to the performance of your business responsibilities
  • Comply with both the letter and the spirit of our Code
  • Be alert to potential violations of our Code
  • Provide access to a protected mechanism for Suppliers’ employees to report possible violations of this Code

COMPLIANCE WITH LAWS

SolarWinds expects its Suppliers to obey all applicable laws and regulations that affect its business. Some of the more common standards, laws, and regulations are set forth in this Code.

Standards which SolarWinds’ Suppliers must meet at a minimum are:

NO TOLERANCE FOR HARASSMENT

Supplier must strictly prohibit sexual harassment and any harassment based on any protected characteristics or beliefs or any other characteristics or beliefs protected under applicable law.

EQUAL EMPLOYMENT OPPORTUNITY

Supplier will treat its employees fairly and with respect and will provide equal opportunities to all employees. Discrimination based on race, color, religion, national origin, gender, sex, sexual orientation, gender identity, age, physical or mental disability, or veteran or any other protected status must not be tolerated by Supplier. This applies to all terms and conditions of employment including recruiting, hiring, transfers, promotions, terminations, compensation, and benefits.

WORKPLACE SAFETY AND VIOLENCE PREVENTION

Supplier must provide its employees with a safe and healthy workplace in compliance with all applicable laws and regulations. Threats, intimidation, and violence in Supplier’s workplace should not be tolerated. Adequate measures must be taken to prevent accidents and damage to employees’ health which may arise from, are related to, or occur during working hours.

PRIVACY

Suppliers must respect the confidentiality of personal information of employees and other third parties and must be committed to complying with all applicable laws to maintain and protect data privacy. Personal information includes medical and personnel records.

Access to personal information should only be authorized when there is a legitimate and lawful reason.

PROTECTING PROPRIETARY AND CONFIDENTIAL INFORMATION

It is essential for all Suppliers to safeguard SolarWinds’ confidential and proprietary information and to prevent improper access to this information.

Suppliers must also safeguard any confidential information of customers or third parties that may be shared with it. Additionally, Suppliers must ensure that such information is used only for the reasons for which it was provided. Customer or third-party information includes any information about a specific customer or third party, including such things as name, address, phone numbers, and business or financial information.

PROTECTING CLASSIFIED INFORMATION

Any national security classified information must be handled and safeguarded by Supplier in strict compliance with U.S. (or the relevant) Government mandated procedures.

PROTECTING INTELLECTUAL PROPERTY RIGHTS

Intellectual property refers to creations of the human mind that are protected by various national laws and international treaties. Intellectual property includes copyrights, patents, trademarks, trade secrets, design rights, logos, expertise, and other intangible industrial or commercial property. Suppliers must protect and, when appropriate, enforce the intellectual property rights of others, including SolarWinds.

MAINTAINING ACCURATE FINANCIAL RECORDS

Supplier must maintain accurate accounting and financial records in accordance with all applicable laws and regulations and internationally recognized accounting standards.

ANTI-MONEY LAUNDERING

Money laundering is conduct designed to disguise proceeds of criminal activity by individuals or entities. Supplier must not condone, facilitate, or support money laundering.

ANTITRUST AND FAIR COMPETITION

Suppliers must act in accordance with antitrust laws in the United States and competition laws internationally that prohibit collusive or unfair business behavior that restricts free competition. Supplier must not enter into agreements with competitors to fix prices, bid rigging, terms of sale, production output, or to divide markets or customers.

EXPORT CONTROLS

SolarWinds has implemented several internal controls to identify, mitigate. and manage the risks associated with operating in a global environment. SolarWinds has implemented processes and procedures to help it remain abreast of and compliant with all applicable economic and trade sanction laws and regulations. Suppliers are expected to have similar controls in place to comply with applicable import and export laws and regulations. Various agencies in the United States administer and oversee a series of laws, regulations, and executive orders that impose economic sanctions against certain countries, entities, and individuals to further foreign policy and national security objectives. By being a U.S. company that distributes goods and services that focus on software, technology, and data, SolarWinds and its Suppliers are subject to these rules and regulations.

ANTI-CORRUPTION AND ANTI-BRIBERY

The United States and many other countries have laws that prohibit bribery, kickbacks, and other improper payments. No Supplier or agent acting on its behalf may offer or provide bribes or other improper benefits to obtain business or an unfair advantage. A bribe is defined as directly or indirectly offering anything of value (e.g., gifts, money, or promises) to influence or induce action, or to secure an improper advantage. The Foreign Corrupt Practices Act and other U.S. laws prohibit payment of any money or anything of value to a foreign official, foreign political party (or official thereof), or any candidate for foreign political office for the purposes of obtaining, retaining, or directing of business. Similar laws apply for other jurisdictions. All Suppliers and their agents must strictly abide by these laws.

GIFTS AND ENTERTAINMENT

Suppliers should not accept gifts, gratuities, or entertainment from any customer, competitor or supplier of goods or services, unless they are lawful and reasonable (e.g., consistent with marketplace practices, infrequent, and not lavish or extravagant) and are not offered in consideration for an improper action or in a manner that could hurt Suppliers’ reputation for impartiality and fair dealing.

Suppliers shall refrain from any practices relating to corruption or bribery, and may not, either directly or indirectly, offer, promise, demand or accept bribes to influence decision- making or obtaining or maintaining benefits.

RESTRICTIVE TRADE AND BOYCOTTS

Suppliers must not participate in any activity that could have the effect of promoting a boycott or restrictive trade practice fostered by a foreign country against customers or suppliers located in a country friendly to the United States or against a U.S. person, firm, or SolarWinds.

GOVERNMENT CUSTOMERS

When a Supplier is involved in any way with international federal, state, or local governments on SolarWinds’ behalf, Supplier should be aware that there is heightened scrutiny around information provided and behavior. Any conduct that could appear improper should be avoided by Suppliers, especially when dealing with any government officials and employees. Payments, gifts, or other favors given to a government official, or employee are strictly prohibited, as these could be perceived to be a means of influence or a bribe. Failure to avoid these activities may expose the government agency, the government employee, SolarWinds, and Suppliers to substantial fines and penalties.

ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBILITY

All SolarWinds’ Suppliers must operate with integrity, make good choices, and do the right thing in every aspect of our business. SolarWinds is continually challenging itself to define what being a responsible company means to us and working to translate our definition into behavior and improvements at SolarWinds. Similarly, Suppliers should align their social and environmental efforts with our business goals and continue to develop both qualitative and quantitative metrics to assess progress. All SolarWinds’ Suppliers must take opportunities, as a company and as individuals, to respect and protect natural resources where possible.

From doing our part to recycle, to being aware of our individual carbon footprint, we recognize that together these small efforts can have a larger impact. SolarWinds is committed to using high standards of professional conduct, ethics, and corporate citizenship. SolarWinds supports and respects responsible business behavior and it strives to ensure that its activities will not infringe upon them. SolarWinds also requires Suppliers to uphold these standards, wherever they are located, and cooperates with them to improve sustainable practices. SolarWinds not only takes responsibility for the social and environmental impact of its own activities, but also considers the impact of its business partners’ activities. SolarWinds wants to ensure it is not part of, or party to activities, wherever they take place, that do not adhere to these high standards of social and ethical conduct. SolarWinds’ Suppliers must help to achieve this aim.

HUMAN RIGHTS

Human rights are valued throughout our organization, regardless of location. We follow all international labor and immigration laws wherever we conduct business and where applicable.

SolarWinds expects all its Suppliers to adhere to the articles of the United Nations Universal Declaration of Human Rights, the core labor standards of the International Labor Organization (“ILO”), the United Nations Guiding Principles, and the principles of United Nations Global Compact and all applicable laws and regulations at the national, provincial, state, and local levels where the Supplier operates.

We have a zero-tolerance approach to modern slavery and human trafficking and are committed to acting with integrity in all our business dealings, and with our supply chain, including business partners, suppliers, contractors and other third parties who provide or deliver any goods or services to us. We will not support or deal with any business that is knowingly involved in any form of slavery and/or human trafficking and will take steps to ensure transparency within our business and supply chain.

FORCED AND CHILD LABOR

Supplier may not use nor contribute to slavery, servitude, forced or compulsory labor, and human trafficking. Supplier may not employ workers under the age of 15 or, in those countries subject to the developing country exception of the ILO Convention 138, employ no workers under the age of 14. For hazardous work according to ILO Convention 182, Supplier may not employ workers under the age of 18. Supplier must also require its supply chain to follow this guidance.

Supplier must follow all international labor and immigration laws wherever it conducts business and where applicable. Supplier must have a zero-tolerance approach to modern slavery and human trafficking and be committed to acting with integrity in all its business dealings, including its own supply chain: business partners, suppliers, contractors, and other third parties who provide or deliver any goods or services to Supplier. Supplier must not support or deal with any business that is knowingly involved in any form of slavery and/or human trafficking and must take steps to ensure transparency within its business and supply chain.