Intent

WDigital is committed to conducting its business in an ethical, legal and socially responsible manner. WDigital expects its suppliers to share this commitment and, therefore, has established this Supplier Code of Conduct. Although there may be different legal and cultural environments applicable to its suppliers, WDigital suppliers must meet the following minimum requirements in order to do business with WDigital.

WDigital Supplier Code of Conduct

Compliance with Laws, Regulations and Published Standards

WDigital suppliers must comply with all applicable laws, codes or regulations of the countries, states and localities in which they operate.  This includes, but is not limited to, laws and regulations relating to environmental, occupational health and safety, and labor practices. In addition, WDigital suppliers must require their suppliers (including temporary labor agencies) to do the same.

Ethical Business Practices

Suppliers shall conduct their businesses in accordance with the highest standards of ethical behavior and in accordance with applicable laws and regulations. Suppliers are expected to conform to these requirements in each of the following areas:

• Fair Trade Practices. Suppliers shall not engage in collusive bidding, price fixing, price discrimination or other unfair trade practices in violation of antitrust laws.

Bribery, Kickbacks and Fraud.  No funds or assets of the supplier shall be paid, loaned or otherwise disbursed as bribes, “kickbacks”, or other payments designed to influence or compromise the conduct of WDigital, its employees or representatives.

• Foreign Corrupt Practices Act. While laws and customs vary throughout the world, suppliers must comply with foreign legal requirements and United Arab Emirates laws that apply to foreign operations, including the U.S. Foreign Corrupt Practices Act.  The Foreign Corrupt Practices Act generally makes it unlawful to give anything of value to government officials, foreign political parties, party officials, or candidates for office for the purposes of obtaining or retaining business.

Intellectual Property Rights.

Suppliers shall respect the intellectual property rights of others, including WDigital, its affiliates and business partners. Suppliers must take appropriate steps to safeguard and maintain confidential and proprietary information of WDigital and shall use such information only for the purposes specified for use by WDigital. Suppliers shall observe and respect all WDigital patents, trademarks and copyrights and comply with all requirements as to their use as established by WDigital. Suppliers shall not transmit confidential or proprietary information of WDigital via the internet unless such information is encrypted accordance with minimum standards established by WDigital.

Environmental Practices

WDigital suppliers shall comply with all environmental laws and regulations applicable to their operations worldwide. Such compliance shall include, among other things, the following items:

• Obtaining and maintaining environmental permits and timely filing of required reports
• Proper handling and disposition of hazardous materials
• Monitoring, controlling and treating discharges generated from operations

Occupational Health and Safety Practices

WDigital suppliers shall provide their employees with a safe and healthy working environment in order to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of the supplier. Suppliers shall, among other things, provide:

• Occupational health and safety training
• A system for injury and illness reporting
• Worker exposure to physically demanding tasks, including manual material handling and heavy lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.
• Medical treatment and/or compensation to injured/ill workers arising as a result of working for supplier.
• Worker exposure to chemical, biological and physical agents is to be identified, evaluated, and controlled. When hazards cannot be adequately controlled by engineering and administrative means, workers are to be provided with appropriate personal protective equipment.
• Machine safeguarding and other protective measures to prevent injuries/illnesses to workers
• Workers are to be provided clean and safe facilities including clean toilet facilities, access to potable water and sanitary food preparation and storage facilities.
• Worker dormitories provided by the Suppliers are to be clean, safe, and provide emergency egress, adequate heat and ventilation and reasonable personal space.

Labor Practices

WDigital expects its suppliers to adopt sound labor practices and treat their workers fairly in accordance with local laws and regulations.  In addition, suppliers must comply with the following standards:

• Freely Chosen Employment. Suppliers shall not use any forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.
• No Child Labor. Suppliers shall comply with local minimum working age laws and requirements and not employ child labor.
• Minimum Wages. Suppliers shall provide wages for regular and overtime work and benefits that meet or exceed legal requirements.
• Working Hours. Suppliers shall not require workers to work more than the maximum hours of daily labor set by local laws.
• No Harsh, Inhumane Treatment or Abuse. Suppliers shall treat each employee with dignity and respect. In no event shall Supplier’s workers be subject to threats of violence, physical punishment, confinement or other form of physical, sexual, psychological or verbal harassment or abuse.
• No Discrimination. Suppliers shall not discriminate in its employment practices on the basis of race, color, religion, sex, age, physical disability, national origin, creed or any other basis prohibited by law.
• Freedom of Association. Suppliers shall recognize and respect the rights of its workers to join or to refrain from joining associations of their own choosing and the right to collective bargaining in accordance with local labor laws and established practices.

Export Sanctions/Terrorism Activities

WDigital suppliers must abide by all economic sanctions or trade embargoes that United States has adopted, whether they apply to foreign countries, political or to particular foreign individuals and entities.

Suppliers must not directly or indirectly engage in or support any terrorist activity.

Neither suppliers nor any of their affiliates, nor any officer or director of the supplier or any of their affiliates, should be included on any lists of terrorists or terrorist organizations compiled by the United Arab Emirates government or any other national or international body, including but not limited to: (i) the U.S. Treasury Department’s Specially Designated Nationals List, (ii) U.S. State Department’s Terrorist Exclusion List, (iii) the United Nations List Pursuant to Security Council

Resolution 1390 (2002) and Paragraphs 4(B) or Resolution 1267(1999and 8(C) of Resolution 1333 (2000), and (iv) the European Union List Article (2)(3) of Regulation (EC) No. 2580/2001 on Specific Restrictive Measures Directed Against Certain Persons and Entities with a View to Combating Terrorism.

Solicitations by Suppliers

All suppliers shall comply with all guidelines issued by WDigital relating to access to WDigital facilities, offices and departments, and employees. No Supplier shall use WDigital’s computer system, including its electronic mail system and internet site, for purpose of sending unsolicited electronic mail messages to the WDigital community.

Suppliers must receive prior written authorization from WDigital Supply Chain Management to hold trade shows, demonstrate products, utilize WDigital’s resources (i.e. bulletin boards), or make unsolicited calls on WDigital departments.

Monitoring and Compliance

Suppliers shall conduct audits and inspections to ensure their compliance with this Supplier Code of Conduct and applicable legal requirements. If a supplier identifies areas of noncompliance, the supplier agrees to notify the relevant WDigital Purchasing Manager as to its plans to remedy any such non-compliance.

WDigital or its representatives may engage in monitoring activities to confirm Supplier’s compliance to this Supplier Code of Conduct, including on-site inspections of facilities, use of questionnaires, review of publicly available information, or other measures necessary to assess supplier’s performance.

Any WDigital supplier or WDigital employee that becomes aware of violations of this policy is obligated to notify WDigital’s Supply Chain management. Based on the assessment of information made available to WDigital, WDigital reserves the right (in addition to all other legal and contractual rights) to disqualify any potential supplier or terminate any relationship with any current supplier found to be in violation of the supplier Code of Conduct without liability to WDigital.