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范本1

Vendor Code of Conduct

供应商行为准则

     The TJX Companies, Inc. requires that all products offered for 
            sale in our stores be produced in facilities that meet specific 
            criteria, as set forth below: 
            Compliance With Applicable Laws and Regulations 
               Our vendors and the factories in which the merchandise they sell 
            us is manufactured (collectively, our "vendors") must comply with 
            all applicable laws and regulations, including but not limited to 
            all environmental laws and regulations, and all laws, regulations 
            and internationally adopted restrictions concerning bribery and 
            corruption. 
            Health and Safety 
                Our vendors must provide their workers with a safe and healthy 
            workplace and safe working conditions.
            Child Labor 
                Our vendors must not use child labor. The term "child" will be 
            governed by the national law of the country in which the production 
            is being conducted, including laws defining the age for completing 
            compulsory education. If the laws of that country do not provide a 
            definition or if the definition includes individuals below the age 
            of 14, we define a "child" to be anyone below 14 years of age.
            Forced Labor 
                Our vendors must not use forced labor, whether in the form of 
            prison labor, indentured labor, bonded labor, or otherwise.
            Wages and Benefits 
                Our vendors must abide with all applicable laws relating to 
            wages and benefits, and must pay the legally prescribed minimum wage 
            or the prevailing industry wage, whichever is higher.
            Working Hours 
                Our vendors must not require their employees, on a 
            regularly-scheduled basis, to work in excess of 60 hours per week 
            (or fewer hours if prescribed by applicable laws and regulations). 
            All overtime must be voluntary and must be fully compensated in 
            accordance with the requirements of local law, and except in 
            extraordinary circumstances, employees must be entitled to at least 
            one day of rest in every seven-day period.
            Harassment or Abuse 
                Our vendors must respect the rights and dignity of their 
            employees. We will not tolerate human rights abuses, including 
            physical, sexual, psychological or verbal harassment or abuse of 
            workers.
            Discrimination 
                Workers must be employed, retained and compensated based on 
            their ability to perform their jobs, and must not be discriminated 
            against on the basis of gender, race, color, national origin, 
            religious, ethnic or cultural beliefs, age, or any other prohibited 
            basis.
            Freedom of Association 
                Our vendors must respect the rights of their workers to choose 
            (or choose not) to freely associate and to bargain collectively 
            where such rights are recognized by law.
            Environment
               Our vendors are strongly encouraged to share our commitment to 
            environmentally friendly business practices such as reusing, 
            reducing and recycling waste.
            Subcontractors
                Our vendors must ensure that all subcontractors and any other 
            third parties they use in the production or distribution of goods 
            offered for sale in our stores comply with the principles described 
            in this Code of Conduct.
            Monitoring and Compliance
                TJX or its designated third party auditor or agent shall have 
            the right to monitor and assess compliance with these principles. A 
            violation of this Code of Conduct may result in required corrective 
            action, cancellation of purchase order(s) and/or termination of the 
            business relationship.

范本2

TRACFONE WIRELESS, INC.’S VENDOR CODE OF CONDUCT

TRACFONE Wireless, Inc. seeks, at all times, to conduct business in a professional, lawful, and ethical manner in every aspect of our business and in all of our day to day operations. We value our customers, employees, and business partners as true assets of our Company recognizing that they are key to the success we have achieved. The reputation of our Company depends upon the standards to which we hold these team members, both internally and externally. We expect our Vendors to share this perspective, and we, therefore, ask them to subscribe to certain business ethics and values, employment practices and legal and compliance requirements. This Code sets forth the minimum requirements all Vendors, as well as their employees, agents and subcontractors, must meet and adhere to in doing business with TRACFONE.

Business Ethics and Values

·         Vendors will protect TRACFONE’s physical and intellectual assets when authorized by TRACFONE to use such assets and/or information subject to the terms of our agreements with each vendor.

·         Vendors may only speak to the press or others on behalf of TRACFONE with the express written authorization to do so by TRACFONE’s General Counsel.

·         Vendors must at all times, avoid any appearance of or actual improprieties and/or conflicts of interests.

·         Vendors shall not enter into or maintain any business relationships, whether or not related to TRACFONE business, with any TRACFONE employee, or any immediate family member of a TracFone employee, without the express written permission of the President and CEO or Vice Chairman of TRACFONE. 

·         Vendors may not hire or otherwise utilize the services of any current TRACFONE employees under any circumstances for any purposes without the express, written consent of TRACFONE’s CEO and President or Vice Chairman. 

Employment Practices

·         Vendors should maintain a workforce free of harassment and unlawful discrimination. Vendors should not engage in any form of discrimination based on race, national origin, religion, age, disability, gender, marital status, sexual orientation or political affiliation.

·         Vendors shall not provide financial compensation, benefits, services or significant gifts to TRACFONE employees or their immediate family members, unless specifically permitted by TRACFONE in writing.

·         Vendors should abide by all applicable laws relating to wages and benefits and must pay the legally prescribed minimum wage.

·         Vendors may not use child labor as defined by local laws and regulations.

·         Vendors are prohibited from using forced or involuntary labor, including prisoners, bonded or indentured workers. TRACFONE will not purchase products from vendors using forced or involuntary labor.

·         Vendors must provide workers with a safe and healthy work environment that complies with all applicable laws and regulations. 

·         Vendors shall provide workers with all benefits required by laws and regulations.

·         Vendors must keep employee records in accordance with local and/or national regulations.

Legal and Compliance Requirements

·         Vendors must at all times comply with all applicable federal, state and local codes, laws, regulations and ordinances including, without limitation,

o   all country of origin laws and regulations relating to imported products,

o   all antitrust and fair competition laws and regulations applicable in the jurisdictions in which they conduct business,

o   all applicable environmental laws and regulations relating to hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage and release to the environment of such materials, and

o   the anti-corruption laws of the countries in which they do business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain business.

COMPLIANCE WITH TRACFONE’S VENDOR CODE OF CONDUCT

We request that every vendor comply with this Code of Conduct as a condition of doing business with TRACFONE. Vendors are expected to self-monitor their compliance with this Code of Conduct. A vendor’s failure to comply with these policies is sufficient cause for TRACFONE to exercise its right to terminate its business relationship with that vendor. Alternatively, if TRACFONE discovers a vendor’s noncompliance with this Code, TRACFONE may require the vendor to implement a Corrective Action Plan. Vendors are responsible for ensuring that their employees and representatives understand and comply with this Code of Conduct. Vendors have a duty under this Code of Conduct to inform TRACFONE’s General Counsel of any violations of these requirements.

TRACFONE is deeply committed to conducting business in accordance with the highest standards of honesty, ethics and integrity. By requiring adherence to the letter and spirit of this Code of Conduct, TRACFONE hopes to instill those same values in its vendors and foster strong, long-term and mutually beneficial relations.

范本3

Microsoft Vendor Code of Conduct

Microsoft aspires to be more than just a good company – it aspires to be a great company. What will make Microsoft great is a strong commitment to our mission of enabling people and businesses throughout the world to realize their full potential. Achieving our mission isn’t just about building innovative technology. It’s also about who we are as a company and as individuals, how we manage our business internally, and how we think about and work with customers, partners, governments, vendors, and communities.

The global business environment is continuously changing and demanding more from us as a company and as employees. Not only does the world expect us to deliver the best products and services, it also expects us to conduct ourselves ethically and responsibly. It is essential that we conduct ourselves at all times with integrity and in full compliance with the laws and regulations that govern our global business activities.  Microsoft has established a set of company standards of business practices and regulatory compliance that are set out in the Standards of Business Conduct which applies to all Microsoft employees, directors, and officers.  (www.microsoft.com/mscorp/legal/buscond).  The Microsoft Standards of Business Conduct are an extension of Microsoft’s values and reflect our commitment to ethical business practices and regulatory compliance.

Microsoft expects that its vendors (“Vendors”) will share and embrace the letter and spirit of our commitment to integrity.  We understand that Vendors are independent entities; however, the business practices and actions of a vendor may impact and/or reflect upon Microsoft.  Because of this, Microsoft expects all Vendors and their employees, agents, and subcontractors (Vendors’ employees, agents, and subcontractors shall hereinafter be referred to collectively as “Representatives”) to adhere to the Microsoft Vendor Code of Conduct while they are conducting business with and/or on behalf of Microsoft. All Microsoft Vendors should educate their Representatives to ensure they understand and comply with the Microsoft Vendor Code of Conduct.

LEGAL AND REGULATORY COMPLIANCE PRACTICES

All Microsoft Vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of Microsoft.  In addition to any specific obligations under Vendor’s agreement with Microsoft, all Microsoft Vendors shall, without limitation:

·        Comply with all applicable trade control and applicable laws as well as all export, re-export and import requirements.

• Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.

• Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.

• Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.

·        Not participate in international boycotts that are not sanctioned by the U.S. government or applicable laws.

·        Comply with the anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain business. 

BUSINESS PRACTICES

Microsoft Vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with Microsoft. In addition to any specific obligations under Vendor’s agreement with Microsoft, all Microsoft Vendors shall, without limitation:

• Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.

• Create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements.

·        Protect and responsibly use both the physical and intellectual assets of Microsoft including property, supplies, consumables, and equipment when authorized by Microsoft to use such assets.

·        Use Microsoft provided information technology and systems (including e-mail) only for authorized Microsoft business-related purposes.  Microsoft strictly prohibits Vendors and  their Representatives from using Microsoft provided technology and systems to create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or send any false, derogatory, or malicious communications using Microsoft provided information assets and systems.

• Comply with all Microsoft requirements for maintenance of passwords, confidentiality, security, and privacy procedures as a condition of receiving access to Microsoft’s internal corporate network, all systems and buildings.  All data stored or transmitted on Microsoft owned or leased equipment is to be considered private and is the property of Microsoft.  Microsoft may monitor all use of the corporate networks and all systems (including e-mail) and/or access all data stored or transmitted using the Microsoft network.

• Comply with the intellectual property ownership rights of Microsoft and others including but not limited to copyrights, trademarks, and trade secrets.  Use software, hardware and content only in accordance with their associated license or terms of use.

• Speak to the press on Microsoft’s behalf only if Vendor and/or Representative(s) is expressly authorized in writing to do so by Microsoft.

·        Use good judgment, discretion, and moderation when offering gifts or entertainment to Microsoft employees.  In doing so, the Vendor and/or its Representatives will refrain from giving Microsoft employees an individual gift or a combination of gifts with a value greater than $200.00 in a given year (or any lower amount in accordance with applicable laws) and never offer a bribe, kickback, bartering arrangement for goods or services, and/or any other incentive to a Microsoft employee in order to obtain or retain Microsoft business. Gift giving and entertainment practices may vary in different cultures and waivers to the $200 annual limit above may be possible upon petition to the Microsoft regional controller; however, any gifts and entertainment given or received must be in compliance with the law, must not violate the giver’s and/or receiver’s policies on the matter, and be consistent with local custom and practice.

• Avoid the appearance of or actual improprieties and/or conflicts of interests. Vendors and/or their Representatives shall not deal directly with any Microsoft employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest in the Vendor.  Dealing directly in the course of negotiating the Vendor agreement or performing the Vendor’s obligations with a spouse, domestic partner, or other family member or relative who is employed by Microsoft is also prohibited.

·        Avoid insider trading by buying or selling Microsoft’s or another company’s stock when in possession of information about Microsoft or another company that is not available to the investing public and that could influence an investor’s decision to buy or sell stock.

EMPLOYMENT PRACTICES

Microsoft expects its Vendors to share its commitment to human rights and equal opportunity in the workplace.  Microsoft Vendors shall conduct their employment practices in full compliance with all applicable laws and regulations.  All Microsoft Vendors shall, without limitation:

• Cooperate with Microsoft’s commitment to a workforce free of harassment and unlawful discrimination. While we recognize and respect cultural differences, we believe that Vendor companies should not engage in discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership, or political affiliation.

• Provide a safe and healthy work environment and fully comply with all applicable safety and health laws, regulations and practices. Adequate steps shall be taken to minimize the causes of hazards inherent in the working environment.

• Prohibit the use, possession, distribution, and/or sale of illegal drugs while on Microsoft owned or leased property.

• Use only voluntary labor. The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by a Microsoft Vendor and/or its subcontractors is prohibited.

• Workers should not be required to lodge “deposits” or their identity papers with their employer and are free to leave their employer after reasonable notice without penalty.

Comply with all local minimum working age laws and requirements and not utilize child labor. Employees shall not be under the legal minimum working age of the respective region or shall not be less than 16 years of age (whichever is higher).  We only support the development of legitimate workplace apprenticeship programs for the educational benefit of younger people and will not do business with those who abuse such systems.

• Not engage in physical discipline or abuse. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation is prohibited.

• Pay living wages under humane conditions. All workers shall be provided with clear, written information about their employment conditions with respect to wages before they enter employment and as needed throughout their term of employment. Deductions from wages as a disciplinary measure shall not be permitted nor shall any deductions from wages not provided for by national law be permitted without the express permission of the worker concerned. All disciplinary measures should be recorded. Wages and benefits paid for a standard working week meet, at a minimum, national legal standards.

• Not require workers to work more than the maximum hours of daily labor set by local laws; ensure that overtime is voluntary and paid in accordance with local laws and regulations.

• Keep employee records in accordance to local and/or national regulations.

COMPLIANCE WITH THE MICROSOFT VENDOR CODE OF CONDUCT

It is the responsibility of the Vendor to ensure that its Representatives understand and comply with the Microsoft Vendor Code of Conduct and to inform its Microsoft contact (or a member of Microsoft management) if and when any situation develops that causes the Vendor to operate in violation of the code set forth in this document. Microsoft Vendors are expected to self-monitor their compliance with this Vendor Code of Conduct.  In addition to any other rights Microsoft may have under its agreement with Vendor, Microsoft may request the immediate removal of any Representative who behaves in a manner that is unlawful or inconsistent with this Code or any Microsoft policy.

REPORTING OF QUESTIONABLE BEHAVIOR AND/OR POSSIBLE VIOLATIONS

If you wish to report a questionable behavior or possible violation of the Vendor Code of Conduct, Microsoft has a variety of resources available to assist you.  You are encouraged to work with your primary Microsoft contact in resolving a business practice or compliance concern.  However, Microsoft recognizes that there may be times when this is not possible or appropriate.  In such instances, please contact any of the following:

1. The Microsoft Business Conduct Line at 1-877-320-MSFT (6738).
2. If you are calling from outside the United States, you may make a collect call to the Business Conduct Line by accessing an international operator and asking to place a collect call to 1-704-540-0139.
3. If you are a Vendor with access to Microsoft’s intranet, you may send an e-mail to the Director of Compliance by e-mailing the Business Conduct and Compliance alias, buscond@microsoft.com.
4. Send a letter to the Director of Compliance at Microsoft Corporation, Law and Corporate Affairs, One Microsoft Way, Redmond, WA  98052 or send a confidential fax to 1-425-705-2985.

Microsoft will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or has reported questionable behavior and/or a possible violation.