Progress Supplier Code of Conduct

Progress Software Corporation (together with its subsidiaries referred to as “Progress”) is committed to operating within the highest level of ethical behavior and in compliance with all applicable laws and regulations. This Supplier Code of Conduct (this “Code”) applies to all Progress suppliers and their employees, personnel, agents and subcontractors (collectively, “Suppliers”). Progress requires that Suppliers comply with the Code while conducting business with or on behalf of Progress. Suppliers are responsible for ensuring their supply chain operates in a manner consistent with this Code. Suppliers must promptly inform their Progress contact, a member of Progress management, or the contacts provided at the end of this document when any situation develops that causes the Supplier to operate in violation of this Code.

Upon written request from Progress, a Supplier may be asked to confirm its compliance with any part of this Code. Suppliers that behave in a manner that is unlawful or inconsistent with this Code risk termination of their business relationship with Progress. Compliance with this Code is required in addition to meeting any other obligations contained in any agreement a Supplier may have with Progress.

All Progress Suppliers must conduct their business activities in full compliance with all applicable laws and regulations while conducting business with and/or on behalf of Progress. Additionally, Suppliers must, without limitation, meet the following requirements:

Legal and Regulatory Compliance

Trade Controls

Suppliers are required to comply with all applicable trade controls, as well as applicable export, re-export and import laws and regulations.

Antitrust

Laws governing competition, good faith and unfair business practices exist in most of the countries in which we do business and therefore apply to Progress as well as our Suppliers. The purpose of competition laws, which also may be known as antitrust, monopoly, fair trade or cartel laws, is to prevent interference with the functioning of a competitive market system. Under these laws, companies may not enter into agreements with other companies, including their distributors and resellers, however informally, that unreasonably restrict the functioning of the competitive system. Companies also may violate competition laws by, for example, illegally monopolizing or attempting to monopolize an industry or unlawfully abusing a dominant market position. Suppliers must conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they do business.

Anti-Corruption and Gifts & Entertainment

Progress is committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”) and the anti-corruption and anti-money laundering laws of the countries in which Progress operates. Suppliers must comply with all applicable anti-corruption and anti-money laundering laws, including the FCPA, as well as laws governing lobbying, gifts and payments to public officials, political campaign contribution laws and other related regulations.

Suppliers must not tolerate, permit or engage in any form of extortion, bribery or kickbacks of any kind, whether in dealings with government officials or individuals in the private sector. Suppliers must not, directly or indirectly, offer or pay anything of value (including, but not limited to, travel, gifts, hospitality expenses, offers of employment and charitable donations) to any official or employee of any government, government agency, political party, public international organization or any candidate for political office to (1) improperly influence any act or decision of the official, employee or candidate for the purpose of promoting the business interest of Progress in any respect or (2) otherwise improperly promote the business interests of Progress in any respect. Suppliers must report signs of any personnel, representative or partner performing unethically or engaged in bribery or kickbacks.

Suppliers must not give or receive gifts or offers of entertainment if they are extravagant, create a sense of obligation, or are given with the intent to influence a business decision. Gifts and entertainment offered to Progress employees should have a clear business purpose, be modest and infrequent and Suppliers should use good judgment in determining the appropriateness and purpose of any gift or entertainment. Gifts offered must not exceed US$150 in value. Money, loans, cash equivalents (such as stock, stock options, or other monetary instruments such as bank checks, traveler’s checks, money orders, investment securities or negotiable instruments) are never acceptable as gifts.

Ethics

Insider Trading

Suppliers may have access to material, non-public information about Progress or other companies. Information is material if a reasonable investor would consider it important in deciding whether to buy, sell or hold a company’s securities. Insider trading is prohibited. To avoid insider trading, Suppliers must never buy or sell securities of Progress or another company while in possession of material, non-public information about Progress or such other company or provide that information to others who might trade on it.

Conflicts of Interest

Suppliers must avoid conflicts of interest as well as any appearance of a conflict of interest. Suppliers should disclose actual or potential conflicts of interest relating to their activities as a Progress Supplier. Suppliers who think they may have a conflict of interest, or a situation involving even the appearance of a conflict of interest, must raise the issue immediately with their internal Progress resource to allow Progress to manage the situation and resolve it appropriately.

Business Records

All business dealings should be transparently performed and accurately reflected on Supplier’s business books and records. Business information must be recorded and reported in compliance with applicable laws, regulations and prevailing industry practices regarding such information’s completion and accuracy. Business records must be created, retained and disposed of in full compliance with all applicable legal, contractual and regulatory requirements. Falsification of records and/or misrepresentation of conditions or practices in the supply chain are unacceptable and will be deemed a material misrepresentation by Supplier.

Intellectual Property

Intellectual property rights of Progress and others, including Progress’ customers, are to be respected and protected by only using intellectual property that has been legitimately acquired and licensed. Suppliers must use software, hardware and content only in accordance with their associated licenses or terms of use. Suppliers must comply with the intellectual property ownership rights of Progress and others, including but not limited to copyrights, patents, trademarks and trade secrets. Transfer of technology and know-how is to be done in a manner that protects intellectual property rights and customer and supplier information is to be safeguarded.

Privacy

We are committed to protecting the privacy of our employees, customers, individuals who visit the Company’s websites, individuals who register to use our services and individuals who register to attend the Company’s corporate events, and we view compliance with applicable worldwide privacy and data protection laws, such as the EU’s General Data Protection Regulation (GDPR) and California’s Consumer Privacy Act (CCPA), as critically important to our business. Information about Progress’ privacy practices can be found at our Privacy Center at https://www.progress.com/legal/privacy-center. We expect our Suppliers to comply with all applicable laws relating to the privacy and security of personal data.

Labor

Human Trafficking and Slavery

Progress does not tolerate or condone slavery or human trafficking within its supply chain. Suppliers must provide safe working conditions, treat workers with dignity and respect, and act ethically and within the law in their use of labor. Suppliers must inform employees, agents, recruiters, contractors and subcontractors about Supplier’s policies that prohibit human trafficking and provide training and programs to promote awareness, risk identification, employee reporting, corrective action and potential penalties for violations. Progress is committed to conducting ongoing assessments of modern slavery and human trafficking risks within its organization and amongst its Suppliers.

Children

Child labor must not be used under any circumstance. Suppliers must not employ anyone under the age of 15or under the legal minimum working age for employment, whichever requirement is most restrictive. Workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime.

Wage & Hour

Suppliers must comply with applicable wage and hour labor laws and regulations governing employee compensation and working hours. Suppliers must pay accurate wages in a timely manner and ensure overtime is voluntary.

Discrimination & Harassment

Progress expects its Suppliers to comply fully with all employment laws and share its commitment to respect all human rights. Suppliers are expected to support diversity and provide equal opportunities to employment in their workplaces. Suppliers must commit to a workforce and a workplace free of harassment in all forms, including any threats or acts of violence, intimidation, bullying and attempts to instill fear in others. Suppliers must not engage in discrimination in hiring, compensation, access to training, promotion, termination and/or retirement based on race, color, sex, gender identity or expression, nationality, religion, political affiliation, age, disability, union membership, pregnancy, sexual orientation or marital status or any other status protected by national or local law. In addition, workers or potential workers should not be subjected to medical tests or physical examinations that could be used in a discriminatory way.

Health & Safety

Occupational Heath & Safety

Workers should not be required to perform work likely to jeopardize their health, safety or education. Suppliers must comply with all applicable occupational health and safety laws and regulations and must demonstrate that health and safety management is an integral part of their business. Suppliers should provide ongoing safety training in order to prevent worker exposure to safety hazards. Where hazards cannot be adequately controlled through appropriate design, engineering and administrative controls and safe work procedures, workers must be provided with appropriate, well-maintained, personal protective equipment and educational materials about risks to them associated with these hazards. Workers shall be encouraged to raise health and safety concerns. Suppliers must have an emergency preparedness and response program in place designed to minimize harm to life, environment and property.

Environmental

Suppliers must comply with all applicable environmental laws and regulations, including but not limited to, laws and regulations that regulate hazardous materials, air and water emissions and wastes.

Waste

Suppliers must consider environmental impact in the supply chain through conserving resources, minimizing waste and maximizing local sourcing.

Permits & Registrations

Suppliers must obtain, maintain, comply with and keep current all required environmental permits and registrations. In manufacturing operations, adverse effects on the community, environment and natural resources should be minimized while safeguarding the health and safety of the public.

Management Systems

Whistle Blowing

Suppliers must provide an environment that encourages employees to raise concerns and gives employees the ability to anonymously file complaints or discuss workplace issues, all without fear of retaliation.

Taxes

Suppliers will abide by all applicable tax laws and will not engage in, or facilitate, any activities, either by Supplier, other corporations or individuals, which result in the illegal or fraudulent avoidance of taxes under applicable tax laws.

Reporting

To report questionable behavior or a possible violation of the Code, Suppliers are encouraged to work with their primary Progress contact in resolving their concern. If that is not possible or appropriate, please contact Progress through any of the following methods:

  • Phone: Call the independent third-party ethics and compliance hotline (referred to as “ALERTLINE”) that has been established for the reporting of violations.

    ALERTLINE may be accessed in the U.S. by dialing toll-free 1-877-277-3165. If dialing the ALERTLINE from an international location, enter the AT&T direct access number for the country being called and, when prompted, enter the toll-free “ALERTLINE” number (877-277-3165). Do not press “1” or “0” before entering the toll-free number.

    The ALERTLINE service is available 24 hours a day, seven days a week. Reports made using the ALERTLINE can be made anonymously.

  • Email: Send an email to the Compliance Office at conduct@progress.com.
  • Mail: Send a letter to the Compliance Office at:

    Chief Compliance Officer, Progress Software Corporation 14 Oak Park Drive, Bedford, MA 01730 USA.

Progress will maintain confidentiality to the extent possible and will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or reported questionable behavior or a possible violation of the Code.