Kognitiv Corporation: Supplier Code of Ethics.

Kognitiv Corporation and its affiliated companies (“Kognitiv”) are committed to conducting business with the highest degree of integrity and in full compliance with applicable laws and regulations. This Kognitiv Supplier Code of Ethics (the “Code”) is intended to ensure that our suppliers, subcontractors, and other third parties (“Suppliers”) understand and agree to comply with the following standards in all business dealings related to Kognitiv.

Kognitiv Suppliers must communicate these standards to all applicable individuals as well as their own subcontractors delivering products or performing services for Kognitiv. Those individuals and subcontractors must comply with Kognitiv supplier’s contractual obligations, legal requirements, and this Code – including, for example, any notification and approval requirements.

Questions about this Code may be directed to any of the following:
- The Supplier’s usual Kognitiv vendor manager or employee contact,
- Kognitiv’s Legal Department at Legal@Kognitiv.com, and/or
- Kognitiv’s Business Ethics Hotline at www.lighthouse-services.com/kognitiv
Compliance to Laws and Regulations
Kognitiv Suppliers must ensure they operate in compliance with all applicable laws and regulations.
Anti-Money Laundering
Money laundering refers to individuals or entities who try to conceal illicit funds or conduct/fabricate transactions to make these funds appear legitimate. Our Suppliers must not condone, facilitate, or support money laundering.
Anti-Tax Evasion
Tax evasion is the illegal non-payment or underpayment of a legally owed tax (tax evasion is different than tax avoidance or tax planning, which involves taking legitimate and legal steps to minimize tax liability). Our Suppliers must not commit, facilitate, or support tax evasion.
Our Suppliers must not directly or indirectly offer or accept bribes, kickbacks, or anything else of value that could be interpreted as an attempt to fraudulently or unethically obtain or retain business on behalf of Kognitiv. Offering gifts to bribe is never permitted.
Conflicts of Interest
Suppliers shall ensure they do not participate in conduct or situations in which personal interests or the potential for personal gain may interfere with the best interests of Kognitiv or risk compromising the reputation of Kognitiv. Personal interests may include the interests of family or friends.

Suppliers must proactively disclose any obligation, commitment, relationship, or interest that could conflict or may be perceived to conflict with his or her duties to or interests of Kognitiv.

Loans, gifts, and entertainment
At Kognitiv, the giving or receiving of gifts or gratuities cannot conflict—or appear to conflict—with Kognitiv’s commitment to high standards of business ethics. Suppliers and their personnel must not offer, give, ask for or accept, either directly or indirectly, payment, favors, gratuities or any other thing of value to or from an employee of Kognitiv or from an employee or agent of any actual or potential customer or supplier of Kognitiv, except as legally permissible and recognized as courtesies of the trade. Gifts of $100 in value or less, or certificates and/or plaques having no intrinsic value, are exempt from the definition of gifts and/or gratuities, except that all payments, favors, gratuities or any other things of value to a political party, candidate, or government official relating to or connected in any way with Kognitiv require the prior approval of an attorney in Kognitiv’s Legal department.

Business with family and friends
Our Suppliers must avoid potential conflict of interest that could arise from negotiating with or otherwise interacting with an Kognitiv employee that is a close friend or a family member including parent, siblings, spouse, children, in-laws, grandparents, grandchildren, step-relatives, or any other person regularly residing in the same household.
Our Suppliers must not intentionally disseminate false or misleading information or omit critical information that is essential to avoid misinformation. All business documentation, including but not limited to, invoices, and other financial or operational records, must be prepared accurately, in a timely fashion and appropriately reflect the nature and substance of all underlying transactions, payments, and events.
No Discrimination, Valuing Diversity and Respect
We believe that a diverse workforce is critical to success and competitiveness in the global marketplace. We expect our Suppliers to value and support diversity and respect in the workplace. Suppliers shall not discriminate against, or harass, any person based on that person’s race, creed, color, religion, gender, age, place of origin, ancestry, sexual orientation, mental or physical disability, marital status, family status, veteran status, genetic information, status with regard to public assistance, or any other legally protected classification.
Human Rights, Child Labor, Anti-Slavery and Wage and Hour Laws
Our Suppliers must support and protect internationally proclaimed human rights and ensure that they are not complicit in human rights abuses and must conduct their business in a manner consistent with all applicable employment and human rights laws and regulations wherever they operate. This means, in part, that they provide reasonable working hours and fair wages for those who work on their behalf and, that they never condone, facilitate, or support the use of child or forced labor, involuntary servitude or human trafficking practices within their organization or supply chain. Suppliers must maintain appropriate due diligence procedures with their supply chain to ensure compliance.  
Confidential Information
Kognitiv Suppliers must take all appropriate security and legal measures to protect Kognitiv’s confidential information, including information that is entrusted to Kognitiv by third parties.  Confidential information includes personally identitifiable information. Suppliers must ensure that they do not make use of, or disclose or transfer to any unauthorized individual or entity information which Kognitiv states is, or which could reasonably be determined to be confidential or proprietary information, personally identifiable information, or a trade secret of Kognitiv or its clients.

Suppliers will respect the privacy of personally identifiable information which they may hold or have access to in the course of delivering products or services to Kognitiv. Suppliers must comply fully with the terms of their agreements with Kognitiv and all applicable laws and regulations governing confidential information, including the collection, retention, use, transmission, disclosure and distruction of confidential information
Fair Competition
We expect our Suppliers to conduct their business fairly and in respect of Competition laws—sometimes referred to as “antitrust” laws. Suppliers shall not engage in collusive bidding, price discrimination, anti-competitive, antitrust, or other unfair trade practices.
Monitoring and Compliance
Suppliers must comply with the standards and requirements of this Supplier Code of Ethics and monitor their business activities. Suppliers must conduct periodic internal reviews, inspections, and audits to ensure their compliance with this Supplier Code of Ethics and its applicable requirements. Additionally, Suppliers must ensure that the standards and requirements of this Code are communicated to their  personnel  and suppliers working  on  or  in  support  of  Kognitiv projects,  jobs, contracts, agreements, and orders. Suppliers will be held responsible for the conduct and actions of their employees and suppliers.

Suppliers shall maintain appropriate records to substantiate compliance with the terms and conditions of this Code of Ethics and provide such evidence to Kognitiv upon request. Kognitiv may terminate a Supplier relationship, including any agreements for goods and/or services, without liability, for violation of this Supplier Code of Ethics.
This Supplier Code of Ethics is a general statement of Kognitiv’s expectations and requirements with respect to its Suppliers. This Code should not be read in lieu of, but in addition to, any Supplier obligations set forth in a) requests for proposals, invitations to bid, or other soliciation documents, or b) agreements by and between Kognitiv and the Supplier. In the event of a conflict between this Code of Ethics and any Kognitiv solicitation documents or applicable agreements, the terms of Kognitiv’s applicable solicitation documents or agreements will prevail.

Any suspected violations should be reported to:
- Kognitiv’s Legal Department at Legal@Kognitiv.com, and/or
- Kognitiv’s Business Ethics Hotline at www.lighthouse-services.com/kognitiv

Kognitiv reserves the right, in its sole discretion, to interpret, discontinue, modify or amend its Supplier Code of Ethics from time to time with or without notice. Nothing contained in this Supplier Code of Ethics, or relating thereto, will be deemed to create an employer-employee relationship with Kognitiv, or a promise or commitment by Kognitiv of any kind whatsoever to or on behalf of anyone.