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EdÛcare Supplier Code of Conduct

This Supplier Code of Conduct (“Code”) incorporates the standards of ethical conduct and integrity which form part of the core values of EdÛcare, Inc. (“EdÛcare”). This Code applies to all vendors and other suppliers that provide products or services to EdÛcare (each a “Supplier”). Supplier is required to adhere to this Code and to remain mindful that its activities may have an influence on EdÛcare’s reputation and relationship of trust with its learners, instructors, organizations, and employees. Supplier is also responsible for ensuring compliance of this Code by all of its suppliers, vendors, agents, and subcontractors.

This Code outlines the kind of conduct and behavior that EdÛcare requires of its Suppliers worldwide. Because we operate in multiple countries and are subject to different laws, customs and practices, this Code helps establish a common set of values and standards by which all Suppliers will abide regarding ethics, labor and human rights, health and safety, environmental protection, and management practices. These standards apply on premises, off-site, or anywhere Supplier operates.

EdÛcare will assess Supplier’s compliance with this Code, and any violations of this Code may jeopardize Supplier’s business relationship with EdÛcare, up to and including termination.

Compliance with the Law and Regulations

Supplier must comply with all applicable laws and regulations. Where this Code requires Supplier to meet a higher standard than set out by law or regulation, Supplier is required to meet such higher standards. Supplier is expected to exercise good judgment in all situations, and seek guidance as necessary.

Anti-Bribery and Corruption

Supplier shall abide by all applicable anti-corruption laws and regulations of the countries in which it operates, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and applicable international anti-corruption conventions.

Supplier shall not receive, offer, or make, directly or indirectly, any remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favors for the conduct of its business.

In order to maintain the level of transparency we strive for without creating doubts about our intentions, gifts are generally discouraged and should never be offered if they are cash or a cash equivalent (including gift cards); they are of more than nominal value; or they might create a conflict.

Accurate and reliable financial and business records are of critical importance. Supplier must ensure that all entries in accounting books and records related in any way to the provision of goods and/or services to EdÛcare must be true and accurate.

Record Accuracy and Retention

Supplier shall accurately record information regarding its business activities, labor, health and safety, and environmental practices and shall disclose such information, without falsification or misrepresentation.

In addition, Supplier must ensure that business records pertaining to EdÛcare and its business are retained for the period required by law, and that they accurately and fairly reflect all business transactions. Supporting documentation for each transaction must be maintained by the Supplier and made available for inspection by EdÛcare at its reasonable request. Further, Supplier shall respect intellectual property rights and safeguard customer information. Supplier shall manage technology and know-how in a manner that protects intellectual property rights. Disposal must be performed with adequate attention to the confidentiality of the information concerned.

Data Protection

Supplier must ensure compliance with laws and directives providing for the protection, transfer, access, and storage of personal information.

Confidential Information

Supplier must ensure that a Non-Disclosure Agreement is signed between EdÛcare and Supplier or prospective Supplier prior to receiving any non-public confidential information of EdÛcare.

Labor and Human Rights

Supplier shall treat all its workers with the utmost dignity and respect. Supplier shall uphold the highest standards of human rights. This includes the UN Universal Declaration of Human Rights and the International Labour Organization (“ILO”) Conventions and compliance with national human rights and employment legislation.

Supplier shall not discriminate against any worker based on age, disability, ethnicity, gender, marital status, national origin, political affiliation, race, religion, sexual orientation, or union membership, in hiring and other employment practices.

Supplier shall commit to a workplace free of harassment and abuse. Supplier shall not threaten workers with, or subject them to, harsh or inhumane treatment.

Supplier shall ensure that all work is voluntary. Supplier shall not traffic persons or use any form of slave, forced, bonded, indentured, or prison labor. Involuntary labor includes the transportation, harboring, recruitment, transfer, receipt, or employment of persons by means of threat, force, coercion, abduction, fraud, or payments to any person having control over another person for the purpose of exploitation.

Supplier may employ juveniles who are older than the applicable legal minimum age but are younger than 18 years of age, provided they do not perform work that might jeopardize their health, safety, or morals, and the employment is consistent with the ILO Minimum Age Convention No. 138.

As legally permitted, Supplier shall freely allow workers to associate with others, form, and join (or refrain from joining) organizations of their choice, and bargain collectively, without interference, discrimination, retaliation, or harassment.

Environment

EdÛcare is committed to sustainable growth, environmental responsibility, and socio-economic development. EdÛcare looks to the supply chain as a key area through which to secure sustainability and requires Supplier to take these issues seriously by abiding by relevant international and national standards or commitments.

Supplier must act responsibly towards the environment and is encouraged to adopt the principle of continuous improvement in regard to the environmental sustainability of its products.

Corrective Action and Reporting

Supplier shall have a process for timely correction of any deficiencies or violations identified by an internal or external audit, assessment, inspection, investigation, or review. Supplier is expected to self-monitor its compliance with this Code and to inform legal@Educaire.com promptly and in writing if any situation develops that causes or could cause Supplier or its representatives to violate this Code.