Introduction

At Napier we believe in doing business ethically and in full compliance with all applicable laws and regulations. This commitment extends throughout our global operations, no matter where in the world we do business. We take enormous pride in our reputation for integrity, which is vital for our success as a company. The strength of Napier’s reputation is based not only on our own conduct but also on the actions of those with whom we do business. Napier requires all businesses and persons that associate themselves with us to uphold these same high standards. One important aspect of that commitment is following a written code of business conduct or similar set of principles.

Who

This Third-Party Code of Conduct has been developed to convey our expectations regarding the ethical conduct from our third-party partners including but not limited to our suppliers, distributors, agents, customers, research partners, and all other third-parties with whom we work (our “Third-Party Partners”).
We require our Third-Party Partners to take reasonable steps to ensure that this Third-Party Code of Conduct is communicated throughout their organizations and made available to their employees and subcontractors who work on Napier’s business.

Compliance With Laws
Third-Party Partners must be committed to highest standards of ethical conduct in all business dealings and must comply with all applicable laws, rules, regulations and treaties, including but not limited to laws related to anti-bribery, inclusion & diversity, competition, business conduct, product quality and ingredients, environmental standards, occupational health and safety, privacy and data protection, labor and employment, and any other laws described herein or that are otherwise applicable to the products and/or services you provide to Napier in all locations in which you conduct business operations.

Our Shared Commitment
By making this Code of Conduct part of your relationship with Napier, you are acknowledging your critical role in supporting and protecting one of our most valuable assets – the trust that our customers, investors and employees place in Napier and our business associates. Where applicable or required by law, Third-Party Partners must establish policies, procedures, and monitoring practices so their employees, independent contractors, consultants, and all others who do business for or on their behalf (in relation to Napier’s business) understand and comply with all provisions of this Code of Conduct and other applicable Napier policies. This includes conducting due diligence on your own third-parties who are performing work in relation to Napier’s business.
Third-Party Partners must treat customers, business partners, employees, and others with respect and courtesy. Third-Party Partners should have a process in place to ensure complaints, questions, and allegations can be reported in a safe, confidential, and anonymous (where allowed by law) manner. Retaliation is not tolerated in relation to reporting good-faith violations of this Code of Conduct.

What You Should Know
Napier may conduct due diligence and monitor all Third -Party Partners to ensure compliance with this Code of Conduct. As a condition of doing business with Napier, you consent to such due diligence and monitoring. Napier will assess a Third -Party Partners’ compliance with this Code of Conduct, and any violations of this Code of Conduct may jeopardize the Third- Party Partners’ relationship with Napier up to and including termination.

Anti-Bribery
Napier is committed to dealing legally and ethically with governments worldwide. We require all of our Third-Party Partners to comply with their respective Anti-Bribery Policy, as well as with all applicable anti- bribery laws. Third-Party Partners may not engage in corruption, extortion, embezzlement, or bribery. A bribe is defined as offering or receiving anything of value to any person for the purpose of obtaining or retaining business, or securing an improper advantage. Kickbacks are a type of bribery and occur when a person is offered money or something of value in exchange for providing something to a third-party. All bribes are strictly prohibited. Anything of value includes cash, cash equivalents, gifts, entertainment, internships, employment, or even a promise. This includes officials, employees, or representatives of any government, political parties, candidates for office, or public or international organization, as well as any third-party where there is reason to believe that it will be passed on to anyone involved in the business decision process for the purpose of influencing the decision. Even where allowed by applicable laws and regulations, any travel-related expenses and business amenities provided must be reasonable, tied to a product demonstration and not provided for the purpose of obtaining or retaining Napier business. We also do not allow “facilitation payments” – small sums paid to government officials to expedite or facilitate non-discretionary actions or services such as obtaining a visa or customs clearance.

Anti-Discrimination
Third-Party Partners may not discriminate against any worker including but not limited to race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership, national origin, or marital status in hiring and employment practices such as applications for employment, promotions, rewards, access to training, job assignments, wages, benefits, discipline, termination, and retirement. In addition, third-parties may not require workers or potential workers to undergo medical tests that could be used in a discriminatory way, except where required by applicable law or regulation or prudent for workplace safety. Napier further encourages all its business associates to promote a diverse and inclusive workforce regardless of applicable law in order to maximize the talents and potentials of their employees and teams.

Fair Competition
Third-Party Partners must uphold fair business standards in advertising, sales, and competition. This includes conducting business in accordance with all applicable antitrust and fair competition laws and regulations. Examples of prohibited anti-competitive conduct include but are not limited to: (1) discussing pricing with competitors; (2) discussing or agreeing to divide or share markets or customers; (3) coordinating with competitors on bids/proposals; and (4) joining with others to boycott suppliers or clients. In addition, your employees and agents involved in representing Napier or selling/promoting our products and services must be truthful in their communications and representations and must not make any unauthorized commitments on Napier’s behalf.

Accuracy of Records and Reports
Third-Party Partners must ensure that all records and reports provided to Napier or to any government or regulatory body are comprehensive, accurate, timely, and compliant with applicable legal and financial standards. Third-parties must never misstate facts, omit critical information, or modify records or reports in any way to mislead or assist others in doing so.

Human Trafficking/Human Rights Violations
Third-Party Partners must ensure that all work is voluntary. Third-Party Partners may not traffic persons or use any form of slave, forced, bonded, indentured, or prison labor. This includes recruiting, transporting, harboring, or receiving a person by the use of force, coercion, deception, fraud, abduction, abuse of power or vulnerability, or by the provision of payments or other benefits. Good corporate citizenship and compliance with applicable laws and regulations, requires that our suppliers and vendors respect human rights in all aspects of their business operations. Third-Party Partners will adhere to all applicable laws that combat human trafficking, child labor, indentured servitude and forced or unlawful labor practices, and fully cooperate in Napier’s diligence processes to ensure no such practices exist within our supply chain.

Global Trade Compliance

As a global company, Napier must follow export/import laws and regulations concerning controlled products, technical data and software. Importantly, these legal obligations extend to our Third-Party Partners regardless of their location around the world. We expect our Third-Party Partners to be familiar with all applicable export and import laws and regulations and comply with the same. Failure to comply with all applicable export/import regulations could expose Napier and yourself to potential fines, criminal prosecution and loss of export privileges.

Insider Trading
Third-Party Partners must comply fully with applicable insider trading and securities laws governing transactions in Napier 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 Napier or our clients, you may not use it to trade in securities. These restrictions also apply to your family members, friends and associates.

Information Security
Information security is no longer a technology focused problem but a basic requirement for business survival. Napier is committed to the protection of information, information systems and critical infrastructure while protecting the confidentiality, integrity and availability of information across the Napier. The purpose of securing information is to help protect people, property, products, processes, and information systems by enhancing security throughout Napier’s value chain. It is expected that your organization follow best practices and industry standards to protect the confidentiality, integrity, and accessibility of Napier information, including personal information, through appropriate physical and cyber security procedures. This includes but is not limited to: protecting privileged access (credentials) to the Napier, selecting and maintaining high quality passwords, installing and maintaining security software on digital devices, keeping antivirus software up-to-date, running regular security scans on digital devices, and avoiding potential sources of cyber infection.

Confidential Information
Our Third-Party Partners must respect Napier’s intellectual property, trade secrets and other confidential, proprietary or sensitive information and may not use or disclose any such information except in accordance with their contract with Napier or with Napier’s prior written consent. Any information or data regarding Napier must be treated as confidential at all times unless that information becomes publicly available through no fault of the Third-Party Partner. Our Third-Party Partners may not disclose Napier’s confidential or proprietary information to persons outside of their organizations, nor may they disclose such information within their own organizations except on a strict “need to know” or “need to use” basis for the purpose intended by Napier. Third-Party Partners are also prohibited from using this information for their own benefit or the benefit of any other person or entity besides Napier. Third-Party Partners must strictly abide by all Non-Disclosure Agreements and other agreements regarding the confidentiality of information.

Data Privacy
As our Third-Party Partners, you must respect the privacy of Napier’s employees, consumers, customers, suppliers and other Third-Party Partners, and must take all reasonable and appropriate steps to safeguard personal information provided pursuant to your business relationship with Napier. We require our Third-Party Partners to collect, process, use, store and retain personal information obtained from Napier, or about Napier’s employees, consumers, customers, suppliers, and other Third-Party Partners, only as necessary and in compliance with all applicable data privacy and data protection laws. In the event that a Third-Party Partner collects, processes, uses, stores or retains personal information at Napier’s request or on Napier’s behalf, such Third-Party Partner will be required to agree to certain contractual obligations with Napier to ensure that it complies with Napier’s standards regarding the protection of such personal information. If you become aware of a real or potential data breach or cyberattack, affecting Napier’s data or systems, or that of our customers or their patrons, you must promptly notify our Chief Information Security Officer and keep us apprised of your actions to address and remedy the issue.

Conflicts of Interest
Third-Party Partners must conduct business openly and transparently. Third-Party Partners should avoid and disclose to Napier any conflicts of interests like significant relationships. Significant personal relationships include, but are not limited to, spouses, dating or physical relationships, and close friends. We expect our business associates to avoid personal and organizational conflicts of interest when dealing with Napier. Any act that could be perceived as favorable treatment or biased can cast doubt on our integrity and put our reputation at risk. You must avoid even the perception of a conflict of interest and promptly report any instances of actual or potential conflicts between yourself or your personnel and those of Napier or its customers.

Gifts, Meals and Entertainment
Napier employees are prohibited from giving or receiving gifts, payments or other benefits or items of value that could influence, or appear to influence, any business decision. Offering or accepting a gift or meal is only permissible when it is modest in value, consistent with local customs or practices and not contrary to any applicable law.

Compliance & Cooperation
It is your responsibility to ensure that your employees, agents and subcontractors working on Napier business understand and comply with this Code of Conduct. Failure to adhere to this Code of Conduct or any applicable law is grounds for Napier to terminate the business relationship. Napier expects our Third-Party Partners to have reasonable and appropriate systems in place to investigate and remediate allegations of wrongdoing, to the extent permissible by local law. You are required to immediately notify Napier upon becoming aware of any potential violations of applicable law or this Code of Conduct, or of any other allegations of wrongdoing related to Napier’s business. If requested by Napier, you will cooperate with our efforts to investigate an alleged violation of this Code of Conduct involving your employees or contractors. You will also provide information that Napier may request in connection with its periodic revalidation of you or your company’s business relationship with Napier. You will maintain documentation reasonably necessary to demonstrate your compliance with this Code of Conduct and provide Napier or its independent auditor with access to such documentation upon reasonable request. You must also immediately notify Napier upon becoming aware of any negative or adverse publicity concerning your business or any product or service you provide to Napier, or any event or circumstance related to you or your business that could be reasonably expected to cause negative or other adverse publicity concerning Napier.

Reporting Violations
We need your help to support our shared commitment to strong business ethics. If you become aware of any unlawful or unethical situation related to business conducted with or on behalf of Napier, you must promptly notify us. Please include any information that you have regarding the incident or situation. Napier takes all reports of illegal or unethical conduct seriously and will conduct a prompt and thorough review or investigation. Napier does not permit or condone retaliation against any person for reporting a suspected issue in good faith. Likewise, we will not tolerate our Third-Party Partners retaliating against their employees for reporting an issue to us in good faith. Retaliation by, or against, a business associate employee or agent is a violation of this Code of Conduct and may result in suspension or termination of our business relationship.

Corrective Action Process
Third-Party Partners must have a process for timely correction of any deficiencies or violations of this Code of Conduct identified by internal or external audit, assessment, inspection, investigation, or review.

Additional Information and Resources
Please contact legal@napierhealthcare.com to report any violations of this Code of Conduct, allegations, or if you have questions about any provision of this Code of Conduct.