Supplier Code of Conduct and Sustainable Procurement Policy

Upland Technologies Inc expects all its suppliers to comply with applicable laws and regulations and with standards of business conduct set forth in this our policy. Suppliers who violate this policy will not be awarded future purchase orders.

Upland Technologies expects the follow from its suppliers:

1. CORPORATE RESPONSIBILITY.

a. Age Requirement. Suppliers are not to use child labour. Suppliers must hire employees who meet minimum age requirements and will not employ workers under the age of 14 even if permitted by law.

b. No Forced Labour. Suppliers will not use any forced labour.  Employment must be completely voluntary.

c. No Fraud. Factory payroll records/timecards and other pertinent information will be accurately maintained at supplier facilities. Suppliers will comply with compensation and overtime regulations and company benefit programs.

d. Non-Discrimination. Upland Technologies Inc will continue to employee based solely on abilities and not age, gender, physical characteristics or beliefs.  This includes hiring, compensation, advancements and benefits.  Suppliers are expected to treat their employees with dignity and respect.

e. Environment, Health & Safety. Upland Technologies requires its suppliers to provide a safe and healthy working environment in accordance with applicable laws to prevent injuries and accidents to their employees. Suppliers are expected to provide the appropriate PPE for jobs that require exposure to hazardous working conditions. Suppliers must comply with applicable environmental regulations and ensure that waste is stored and disposed of appropriately. f. Emergency Exit Planning. Emergency exits from supplier facilities must be kept free of obstructions and be of sufficient quantity to ensure employee safety.

2. ENVIRONMENTAL REQUIREMENTS.

Everyone has a responsibility to protect the environment and Upland Technologies expects its suppliers to act accordingly.  In addition to the general and moral duty of each of us to perform our work in a safe manner and to take all reasonable precautions to protect the environment, there are specific areas of compliance.

We only have it on loan from future generations.  It is our obligation to leave it in good condition for them.  Everyone is required both morally and by legislation to comply with the laws that are enacted by governments to protect the environment.  We ask our suppliers to perform work accordingly and to eliminate processes or procedures that have the potential of harming the environment. Upland Technologies seeks suppliers who share Upland’s commitment to environmental excellence.

3. LEGAL REQUIREMENTS.

a. Collusion. Suppliers will not exchange or share pricing, costs, or other competitive information, or engage in any other collusive conduct with other suppliers or bidders of Upland Technologies.

b. Anti-Bribery. It is never acceptable for a supplier to offer a bribe, kickback or other unlawful payment or benefit to ensure any concession, contract or favourable treatment.

4. GIFT POLICY.

Suppliers may not, directly or indirectly, offer anything of value including without limitation cash, travel, entertainment, or employment, to any Upland Technologies employee. Suppliers are strongly discouraged to make or offer any gift to Upland Technologies or any of its associates.

5. CONFLICTS OF INTEREST.

A conflict of interest occurs when an individual’s private interest(s) interferes with the interests of Upland Technologies. As conflicting loyalties impair an associate’s ability to make objective decisions, conflicts of interest must be avoided. A conflict of interest can result from, but is not limited to, certain relationships between an associate and a customer, supplier, competitor, family member, or even a friend. A conflict exists when the parties to the relationship give or receive – or even appear to give or receive – unfair advantages or preferential treatment. Conflicts of interest also arise when an associate or a member of his or her family receives improper personal benefits as a result of his or her position with the company. Having such a conflict arouses suspicion about an associate’s integrity and can cause damage to the reputation of Upland. Upland Technologies expects its suppliers to be aware of this policy and to avoid contributing to a conflict of interest or the appearance of a conflict of interest. Any involvement by a supplier in any conflict may be grounds for a termination of the business relationship with the supplier.

6. SUPPLY CHAIN SECURITY.

Upland Technologies requires that its suppliers ensure that processes and procedures are in place to keep unauthorized items from being introduced into shipments destined for Upland Technologies or its customers. In order to protect the intellectual property of Upland Technologies, all drawings and models must be deleted or destroyed upon fulfillment of contracts.  Upland intellectual property must not be reproduced in any material form without the written consent of Upland Technologies Inc.