Legal Agreements Information
Legal Agreements II: Code of Conduct for Partners
I. Purpose and Scope of Application
To ensure sustainable and healthy development of and form a virtuous circle between Hytera Communications Corporation Limited, its branches, subsidiaries, affiliates (hereinafter collectively referred to as “Hytera”) and its partners, and establish the compliance standards and ethical requirements that are aligned with its business, the Hytera's "Code of Conduct for Partners" (hereinafter referred to as the "Code of Conduct") is hereby issued. The Code of Conduct applies to all Hytera's partners and their employees, temporary employees, agents and subcontractors, etc. Hytera's partners refer to any party that sells Hytera products, provides products or services to Hytera, or cooperates with Hytera on solutions. Hytera expects its partners to: 1) familiarize and comply with the laws; 2) maintain high standards of business ethics; and 3) grow together with Hytera.
II. Compliance with Law
(1) General legal compliance. Partners shall abide by applicable laws and regulations where it’s registered and conduct business and comply with applicable international laws and regulations to ensure that the cooperation with Hytera will not be influenced by any legal compliance issue. (2) Labor protection. Partners shall create a healthy, dignified and fair work environment for their employees and protect their employees against any discrimination or threat due to factors such as skin color, race, gender, religion, political faction, and so on. (3) Government Customers. Partners shall be aware that when conducting a transaction with any government, public institution or state-owned enterprise, they must comply with the applicable procurement laws, and at the same time prohibit bribing or transferring improper interests to public officials. (4) Marketing Promotion and Advertising Media. Partners shall not make false statements or exaggerate the functions of a certain product in the process of marketing promotion. Without the consent of Hytera, partners shall not disclose the cooperation project with Hytera to any public media. Partners shall not make any false statement or misrepresentation to anyone during their foreign business contacts. (5) Anti-Commercial Bribery. Partners shall not make commercial bribery for the purpose of obtaining improper benefits, including making commercial bribery through any Hytera employee. (6) Anti-Monopoly and Anti-Unfair Competition. Partners shall not monopolize the market or engage in unfair competition by themselves or together with other partners. Prohibited activities include, but not limited to, market segmentation through agreements or conspiracy, fixing of resale prices, collusive tendering, bundling, abuse of market dominance, and other infringement of end-user rights and interests. (7) Network data and information security. Partners shall strictly abide by the host country's applicable laws and regulations on network security and personal data protection, and shall not infringe end user's privacy and freedom of communication. (8) Export control. Partners shall strictly abide by applicable laws, regulations or resolutions on export control in the host country and other countries including but not limited to the United States, and strictly observe the export control obligations and requirements of Hytera.
III. Fair Business Practices
(1) Truthful provision of information. Partners must warrant that all materials they provide to Hytera are true, legal, and valid; if the materials contain any third party's confidential information, the partners shall warrant that they have obtained authorization from such third party. At the same time, partners must warrant that all information they provide to Hytera, including but not limited to orders, sales reports, bargain price applications, rebates, payment requests, and changes to important company matters, are true, accurate, and complete. (2) Prohibition of revenue fraud. Partners shall not assist any Hytera employee in recognizing fraudulent revenue, recognizing revenue in advance, or intentionally delaying in revenue recognition by means of using fake items, inflating customer demands, signing twin-contracts, or providing false receipts or false acceptance sheets, etc. Partners shall not falsify Hytera’s seals or official correspondence in any form. (3) Legal acquisition and use of competitive information. Partners shall not obtain or use any other third party’s trade secrets or confidential information in any illegal or unethical means, including but not limited to inappropriately collecting or receiving confidential information from customers, competitors' employees, regardless of whether such confidential information is their own or of any third party. (4) Cooperation with Hytera audit. Partners shall not conceal any information that may influence the interests of Hytera. To ensure that the partners strictly abide by the Code of Conduct, partners shall cooperate with Hytera audit and provide the required documents, materials, data and information according to Hytera's requirements. (5) Compliance with relevant partner policies and supply paths. To the extent permitted by local laws, a. partners shall strictly abide by the channel policies of Hytera, including but not limited to the policies and regulations on channel management, channel incentives, and delivery routes; b. partners shall strictly abide by relevant cooperation policies of Hytera, including but not limited to the policies and regulations on partner rank, rights and interests, requirements, technical support, marketing, Demo, and sales incentives; partners shall also acknowledge Hytera's unilateral right of formulation and final interpretation of the aforementioned policies and regulations. (6) Prohibition of ultra vires commitments. Partners shall not make ultra vires commitment of unauthorized matters to end users or any third party. At the same time, if partner discover that any of Hytera’s employees has made unauthorized commitment, it shall directly reject it and report to Hytera. If any loss is caused by partner's ultra vires commitment or failure to reject the unauthorized ultra vires commitment , it shall be borne by the partner independently; if any loss is caused to Hytera, the partner and Hytera employee who made the ultra vires commitment shall compensate Hytera for such loss. In order to effectively eliminate the ultra vires commitments, partners shall be aware and accept that: Hytera will not perform any terms other than those specified in the agreements/orders signed by and between both parties. During the process of project bidding, even if Hytera undertakes to bear the joint and several liability for the authorized partners in the letter of authorization as the manufacturers, Hytera shall bear the product liability only for the products provided by partners in accordance with the agreements with partners, and all other liabilities should be borne by partners. (7) Prohibition of defamation. Partners shall insist on operating in good faith, and they must not defame or slander Hytera or any other competitor. Partners are prohibited from making false or misleading statements about competitors or their products and services. (8) Prohibition of bribing Hytera employees. Partners shall not bribe or deliver improper benefits to any Hytera employee, including but not limited to cash, marketable securities, and disbursement vouchers, in an attempt to obtain improper benefits, maintain cooperation with Hytera, etc. In addition, partners are prohibited from granting business etiquette or gifts to Hytera employees, including but not limited to valuables, high-value cultural gifts, tourism, high-standard reception, etc. The provisions of this Article shall also apply to the family members and relatives of Hytera employees. (9) Prohibition of association. Partners shall prohibit Hytera employees or their family members from holding of their shares. If any Hytera employee or his/her main relatives are working for a partner, or serving as employees, consultants, directors, senior management or shareholders, etc. for the partner, the partner shall report to Hytera in time. If any partner has a legal association with a customer's shareholders, directors, general managers, other key decision makers, or relatives of the above-mentioned persons, the partner shall be avoided in projects concerned with such customer. (10) Intellectual property and confidential information. Partners shall respect the intellectual property rights of Hytera. Without the permission of Hytera, partners shall not disclose the confidential information obtained during business with Hytera. "Confidential information" means any information, documents, samples, technical materials and technology secrets delivered to partners by Hytera in written, electronic or other tangible form, or disclosed orally or in visible form. Nothing in this Agreement shall be construed as an express or acquiesce permission of Hytera to grant any rights or licenses under its intellectual property to partners. Partners acknowledge and agree that all confidential information disclosed by Hytera under this Agreement belong to and remain the property of Hytera, and none of the partners is allowed to apply to the competent authorities in any country or region for approval of rights, licenses or certification of other rights, with itself as the owner. Even with the expiration or early termination of this Agreement, or return and destroy the documents and materials containing confidential information , the confidentiality obligations under this Agreement shall remain in effect.
IV. Compliance Management
(1) Establishment of a compliance system. Hytera encourages its partners to establish their own compliance management systems to ensure that partners can better comply with local laws, perform fair business practices, and follow Hytera's policies. (2) Delivery of Hytera standards. Partners shall pass this Code of Conduct to their next-level partners or draw up a similar normative document containing standards not lower than those of this Code of Conduct.
(3) Strict restraint to employees. Partners shall strictly restrain their employees, ensure that they abide by their internal business conduct standards, and urge them to comply with this Code of Conduct. (4) Compliance with export controls, and prohibition of supply to terrorism. Partners acknowledge and agree that they shall abide by the export control and economic sanction laws and regulations applicable of China and other countries and international organizations (including but not limited to the United Nations, the European Union) when performing relevant contractual rights and obligations. Partners shall also undertake that their subsidiaries, branches, management staff and agents shall comply with relevant laws and regulations. Partners acknowledge and agree to be responsible for complying with the applicable laws and regulations of China and other countries and international organizations. Any products, hardware, software or spare parts under this Agreement or contract shall not be delivered to any terrorist, or any other terrorist-related person, entity, military organization, or other organizations in the manner of supply, lease, sale or distribution, and shall not be used for biological weapons, chemical weapons and/or nuclear weapons or missile technologies or activities, or the proliferation of weapons, or resold for such purposes. Provided that any partner violates any of the above terms, Hytera reserves the right to immediately terminate relevant contracts and take remedial measures, including but not limited to equitable remedies. Such partner shall bear all responsibilities for the termination of contracts. The termination of any contract or related orders, agreements or contracts shall not affect the validity of the above terms.
(1) Consequences of violation of the Code. Violation of any term of the Code of Conduct by a partner will affect the incentive plan it may enjoy, or lead to the direct termination of its cooperation with Hytera. At the same time, Hytera reserves the right to claim for indemnity of all losses caused to Hytera by the partner due to its violation of this Code of Conduct. (2) Version update. To enable existing and potential partners to understand this Code of Conduct, Hytera will publish it on relevant websites. Hytera reserves the right to make further additions and amendments at any time, and the updated version on the website will be the effective one. (3) Complaint path. If a partner has any questions about this Code of Conduct, or discovers any violation of this Code of Conduct based on good faith and reasonable suspicion, please send feedback to the following email: email@example.com. In order to protect the interests of partners, please report the above doubts or suspicious behaviors by real names. Hytera will conduct a survey for real-name reports only. (4) Hytera's commitments and reminders. Hytera solemnly undertakes that it will keep the personal information of real-name whistleblowers strictly confidential, effectively protect the legal rights of real-name whistleblowers, and strictly prohibit anyone from directly or indirectly discriminating, obstructing, suppressing or retaliating against real-name whistleblowers. Hytera reminds real-name whistleblowers to ensure the authenticity and accuracy of the feedback information. If necessary, you are requested to assist Hytera in conducting investigations and verifications of the information provided If the feedback information is obviously misleading and maliciously slanderous, it may cause Hytera to immediately terminate cooperation with you.