Vendor Code of Conduct

This Code of Conduct (“Code of Conduct”) outlines the basic requirements concerning working conditions that must be satisfied by all vendors (“Vendors”) to PassageMaker Sourcing Solutions, other PassageMaker Group Companies (“PassageMaker”). PassageMaker and its principals are free to supplement these requirements at any time.

Child Labor

Vendors shall not use child labor. “Child” is defined as a person who is not older than the local age for completing compulsory education but in no event is less than 15 years of age. Vendors must verify the age of their workers and maintain copies of their workers’ proof of age. Vendors must follow all applicable laws and regulations regarding working hours and conditions for minors.

Involuntary Labor

Vendor shall not use involuntary labor. “Involuntary Labor” is defined as work or service which is extracted from any person under threat or penalty for its non-performance and for which the worker does not offer himself or herself voluntarily.

Disciplinary Practices

Vendors shall not use corporal punishment or any other form of physical or psychological coercion or intimidation against workers.

Non-discrimination

Vendors shall employ workers solely on the basis of their ability to do the job, and shall not discriminate on the basis of age, gender, racial characteristics, maternity or marital status, nationality or cultural, religious or personal beliefs or otherwise in relation to hiring, wages, benefits, termination or retirement.

Health and Safety

Vendors shall maintain a clean, safe and healthy workplace in compliance with all applicable laws and regulations.

Environmental Protection

Vendors shall comply with all applicable laws and regulations in respect of protecting the environment and maintain procedures for notifying local authorities in the event of an environmental accident resulting from Vendors’ operations.

Wages and Benefits

Vendors shall provide wages and benefits that comply with all applicable laws and regulations.

Working Hours

Vendors shall not require workers to work, including overtime, more than any maximum number of hours per week established by applicable laws and regulations.

Freedom of Association

Vendors shall respect the right of workers to associate, organize and bargain collectively in a legal and peaceful manner.

Legal Requirements

Vendors shall comply with all legal requirements applicable to the conduct of their businesses, including those set out above.

Monitoring of Compliance

Vendors authorize PassageMaker and its principals to conduct scheduled and unscheduled inspections of Vendors’ facilities for the purpose of ensuring compliance with this Code of Conduct. During these inspections, PassageMaker and its principals shall have the right to review all employee-related books and records maintained by Vendors and to interview workers.

Corrective Action

When violations are found, PassageMaker and the Vendor concerned will agree on a corrective action plan that eliminates the problem in a timely manner. If it is determined that a Vendor is knowingly and/or repeatedly in violation of this Code of Conduct, PassageMaker and its principals shall take appropriate corrective action, which may include cancellation of orders and/or termination of business with the Vendor in question.

Vendor Agreement

PassageMaker is dedicated to full and complete compliance with all laws and regulations applicable to the conduct of its business and expects its vendors, and buying agents utmost cooperation and commitment with such efforts. It is therefore requested that the owner, president, managing director, or chairperson for your company sign and return a copy of this letter thereby confirming your understanding of its contents and agreement to undertake the obligations it sets fourth.

In closing, we highly value the relationship with your company and believe that you share our compliance concerns. Thank you in advance for your cooperation and we look forward to continually strengthening our relationship for years to come.

Name: _________________________ Title: _____________________

Date: __________________________ Signature: _________________

Code of Conduct