Suppliers shall protect and conserve any resources made available by the Company and shall use them only for purposes authorized by the Company. Company resources include tangible items, such as vehicles, equipment, facilities, consumables and computer and communication systems, as well as intangible items, such as the Company’s good name and reputation, employee productivity and sensitive information.
Suppliers shall respect and not infringe the intellectual property ownership rights of the Company and others, including, but not limited to, proprietary information, copyrights, patents, trademarks and trade secrets.
Supplier acknowledges that Company information is a valuable asset. Suppliers shall protect the Company’s confidential information and shall not divulge, dispose of inappropriately or copy any Company information that a prudent business person would consider sensitive or which is designated as sensitive, proprietary or confidential, whether delivered or granted access to in oral, written, electronic or visual form and whether or not marked as “confidential.” Such information includes, but is not limited to, strategic, personal, financial or unpatented technology information. Suppliers shall not use or allow the use of such information for securities transactions or any improper benefit or gain. It may be appropriate in some cases for the Company and Suppliers to agree to additional specific nondisclosure provisions. Suppliers shall not purport to make any announcements or release any information on behalf of any member of the public, press, official body, business entity or other person, or claim or imply any endorsement by the Company or the Company’s employees, without the express prior written consent of the Company.
Except as required by any applicable law, or otherwise permitted by prior written consent signed by an authorized person of the Company, Suppliers are not permitted to use the Company’s name, logo or trademarks or to make any public announcements or disclosures in relation to the subject matter of their contract or their dealings with any personnel of the Company.
Supplier acknowledges that the Company is a public company, subject to Federal and State laws prohibiting the buying, selling or making other transfers of securities by any person who possesses, or has access to, material non-public information concerning the Company. Any Supplier who knows or has access to material non-public information regarding the Company shall not buy, sell, or transact in securities issued by the Company. Suppliers shall ensure that all of Supplier’s employees, subcontractors, agents and any other third party that may know or gain access to any material non-public information concerning the Company, are made aware of the trade restriction and further ensure that no improper transactions are executed by the same. Without regard to any penalties imposed by others, including but not limited to, the Securities and Exchange Commission and the New York Stock Exchange, willful violation of this Code constitutes grounds for immediate termination of any business relationship with the Supplier and any affiliated agreement.