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These terms prevail over and are in addition to or modify the
terms of your Curbstone License Agreement, and may be changed by Curbstone upon written
notice. Though we phrase these as guidelines for our business partners and clients, and
we also commit that Curbstone will follow these guidelines.
This Code of Conduct (Code) applies to all your
activities in your Curbstone business relationship with us. By establishing this
Code and making it part of your relationship with Curbstone, we are acknowledging
your critical role in defining and protecting our most valuable collective
asset - the trust that our clients, colleagues and communities
place in Curbstone and our business associates.
Our industry and the
markets we serve continue to undergo significant changes. As a whole, these
changes make the ways in which we do business more complex and constantly
present new regulatory, ethical and legal issues. You must observe the highest
ethical principles in all your activities in your Curbstone business relationship,
and avoid engaging in any activity that involves even the appearance of
impropriety. Curbstone commits to following this code ourselves, of course.
This Code defines the minimum standards of business
conduct and business practices with which Curbstone expects you to comply in regards
to your Curbstone business relationship. If local laws and regulations are more
permissive than this Code you are expected to comply with the Code. If local
laws and regulations are more restrictive, you must always comply with those
legal requirements.
This Code is not legal advice or legal guidance.
You should consult with a licensed attorney for questions regarding the legal
requirements that apply to your business activities.
Financial Integrity and Accounting
Accurate and
reliable financial and business records are of critical importance. You should
not engage in any actions that could result in conveying false or inaccurate
financial information to Curbstone or our clients. You must ensure that all
submissions you make to Curbstone, for example, orders, sales reporting, special bid
requests, are complete and accurate.
No Wrongful Payments
At all times you are required
to comply with all applicable US and local anti-bribery laws, such as the
United States Foreign Corrupt Practices Act and similar local laws. You must
not, directly or indirectly, make or offer bribes, kickbacks, or other
payments of money or anything of value to anyone, including officials,
employees, or representatives of any government, company, or public or
international organization, or to any other third party, for the purpose of
wrongfully obtaining or retaining business related in any way to Curbstone Products
or Services. This includes giving money or anything of value to any third
party; where there is reason to believe it will be passed on to anyone
involved in the business decision process for the purpose of influencing the
decision. When dealing with others, including other Curbstone business associates,
you must exercise reasonable due diligence to ensure that you are aware of any
potential warning signals that may indicate potential issues.
Anti-Trust and Competition Laws
You must fully
comply with all applicable antitrust and competition laws and regulations.
While these laws vary somewhat among jurisdictions, Curbstone's policies require, at
a minimum, if you are approved by Curbstone to remarket Curbstone Products and Services,
that you do so as part of your independent business model and on terms and
pricing that you set unilaterally. Furthermore, it is not permissible for you
and competing Curbstone resellers to do or attempt to do any of the following: 1)
fix or control prices for Curbstone offerings, 2) join together to boycott suppliers
or clients, 3) divide or allocate markets or customers, or 4) coordinate
competing bids.
Competing Fairly
Curbstone
expects you and your employees to compete fairly and ethically for all
business opportunities. Your employees involved in the sale of Curbstone Products
and Services must ensure that all statements, communications, and
representations to clients are accurate, complete, and truthful. Similarly,
you must not make or attempt to make any unauthorized commitments on behalf of
Curbstone or clients, nor inappropriately implicate or involve Curbstone in your disputes
with clients or others. Similarly, you should not defame or disparage Curbstone,
other Curbstone business associates, competitors or clients.
Dealing with Government Clients
You must observe the
laws, rules, and regulations, including procurement regulations, which govern
the acquisition of goods and services by governmental clients to which you
market Curbstone Products or Services. Bear in mind that activities that may be
appropriate when dealing with nongovernmental customers may be improper and
even illegal when dealing with government clients.
Compliance
with Securities and Insider Trading Laws
You must comply
fully with applicable insider trading and securities laws governing
transactions in Curbstone securities, as well as those of our mutual clients.
Securities include common stocks, bonds, options, futures, and other financial
instruments. If you possess or have access to material, non-public information
gained through your work with Curbstone or our clients; you must use that
information solely for the purpose for which it was provided to you. You may
not use it to trade in securities. These restrictions also apply to family
members, friends, and associates.
Business
Courtesies
You must ensure that all business courtesies, gifts,
and entertainment you provide to clients, Curbstone employees and others comply with
all applicable laws, are in the ordinary and proper course of business, and
can not reasonably be construed as bribes or other improper inducements.
Intellectual Property
You are responsible for
protecting Curbstone and client intellectual property rights. An important element
of such protection is maintaining the confidentiality of Curbstone and client
confidential information and other proprietary information. You must not
reproduce copyrighted software, documentation, or other materials unless you
are properly authorized to do so. You must observe applicable data privacy
requirements.
Respect and Dignity
You must
provide your employees with a work environment free of coercion and
harassment.
Communication
You will ensure
this Code (and other relevant information and related on-going education) is
provided to your employees who work with Curbstone personnel and Curbstone Products or
Services.
Monitoring / Record Keeping
You
must maintain documentation reasonably necessary to demonstrate compliance
with this Code and must provide Curbstone with access to that documentation upon
Curbstone's reasonable request.
Compliance
Any
violation of this Code by persons working for, or on behalf of your firm will
constitute the basis for the immediate termination of your Curbstone business
relationship(s) with Curbstone, including all related contracts.
Reporting Violations
If you become aware of any
unlawful or unethical situation involving or related to the sale of Curbstone
Products and Services; you must immediately notify Curbstone at sales@Curbstone.com and communicate any
information you have regarding the incident or situation.
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