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Code of Conduct for Suppliers

INNOVIZ TECHNOLOGIES LTD.

Suppliers’ Sustainability Requirements

 1. Preface and Purpose

We, Innoviz Technologies Ltd. and our affiliates (in this policy “Innoviz”, “we”, “us” “our” as applicable) are a leading provider of high-performance, solid-state LiDAR and perception solutions operating mainly in the automotive industry. We strive to conduct our business dealings in a sustainable manner, and uphold the highest standards of business integrity and social and environmental performance in accordance with all applicable laws, regulations, standards including specific standards of the automotive industry, and our internal standards, policies and procedures.

Innoviz’s vision and mission is to develop, promote and market advanced and groundbreaking technologies for the welfare, efficiency and safety of all road users, while promoting the vision of the autonomous vehicle.

This policy aims to achieve sustainability and adherence to all industry standards and applicable laws and regulations, throughout our supply chain as well. We apply the same stringent requirements to our business operations and dealings.

In this procedure you will find the minimal requirements for all Innoviz global suppliers in connection with compliance with all applicable laws and standards, business ethics, environment, health and safety aspects, as well as human rights and working conditions of employees.

You, as our supplier, are expected to comply with these requirements and communicate them to your employees, service providers, sub-contractors, and business partners and cascade these requirements to your suppliers down the supply chain by obligating them to uphold and adhere to these requirements and to ensure compliance (wherever the term “you” appears in this procedure, it refers to you and all your affiliates, representatives, officers, directors, employees, sub-contractors and service providers).

In the event the standards of the industry are higher than the ones set forth by applicable laws and regulations, you are expected to comply with the higher standard.

2. Business Ethics

We expect our suppliers to conduct their business dealings, as well as operating their business as a whole in accordance with all applicable laws, regulations and industry standards with integrity and in a professional, fair, honest and equitable manner. No Supplier should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any similar unfair dealing practice. To this end we expect:

2.1. Compliance with laws and this procedure

We expect our suppliers to abide by and comply with all applicable laws, rules and regulations. It is your responsibility to promote compliance of your employees, suppliers, sub-contractors and service providers with all applicable laws and regulations and to abide by the requirements of this procedure, while performing your duties under your engagement with us.

2.2. Responsible Sourcing of Materials

We expect our suppliers to not introduce raw materials that were knowingly attained in an illegal and/or unethical manner including without limitation, through violation of human rights, criminal acts or in violation of business ethics or in a way that has adverse environmental, health or safety effect.

2.3. Anti-Corruption

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to anti-corruption, including without limitation, anti-money laundering laws, offering or receiving any type or sort of bribery, financing terrorism or any other illegal activities and dealings such as extortion, embezzlement etc. Namely, you are expected to not disguise illegally gained proceeds by making them appear as if they came from legitimate sources or activities, or, conversely, finance illegal activities by using funds routed through legitimate sources. You are further expected to ensure that your funds are not used for prohibited causes such as financing terrorism or any other illegal activities or dealing with property gained through criminal or illegal means. You are expected to condemn any type of corruption and bribery in all forms and to never offer any form of bribe nor to be part of any corrupted deal. You are expected to not, directly or indirectly, solicit, accept, or retain a personal benefit or anything of value from any vendor, supplier, customer or any individual or organization in connection with your engagement with us, other than the proper compensation contractually agreed upon, for the purpose of gaining improper advantage.

2.4. Privacy

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to privacy matters and to this end, not to collect, process, analyze, use and/or distribute any personal data of any individual, unless such activities are expressly permitted by all applicable laws and regulations and pursuant to the terms set forth therein, including retaining the express consent of the individual and using its information only in the agreed upon scope. You are further expected to put in place appropriate technical and organizational measures to ensure proper storage of any personal information and to secure and protect such information from unauthorized use or loss. In the event you retain sub-processors or use any hosting services or any other service provider who would have access to any personal data, you are expected to cascade all your obligations by law and regulations, to the service provider and ensure compliance.

2.5. Financial Responsibility/Accurate Records 

We expect our suppliers to abide by and comply with all applicable laws, regulations and generally accepted financial standards relating to financial records and book-keeping. You are expected to ensure that all your financial books, records and accounts accurately reflect your business transactions. You are further expected to submit any and all financial reports in accordance with all applicable laws and in a timely manner with any pertinent authority.

2.6. Disclosure of Information

We expect our suppliers to disclose all information as required by applicable laws or industry standards. All such disclosures must be full, fair, accurate, timely and understandable. You are expected to not knowingly misrepresent, omit or cause others to misrepresent or omit, material facts with respect to the subject matter of the disclosure at hand.

2.7. Fair Competition/Anti-Trust

We fully support the purpose of antitrust laws to preserve fair and open competition and a free market economy. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to anti-trust laws and to not, directly or indirectly, enter into any formal or informal agreement with competitors that fix or control prices, divide or allocate markets, limit the production or sale of products, boycott certain suppliers or customers, eliminate competition or otherwise unreasonably restrain trade.

2.8. Conflict of Interest

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to situations where conflict of interest may arise. You are expected to encourage proper disclosure of the conflict of interest and installing proper governance procedures and policies. We further expect that you conduct your business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. To this end, you are expected not to engage in activities that may give rise to conflict of interest between your engagement with us and the other activities. You are further expected not accept compensation, in any form, for services performed for us from any source other than us.

2.9. Counterfeit Parts

You are expected to not manufacture or otherwise knowingly introduce counterfeit parts or materials into any deliverables. To this end, you are expected to put in place methods and processes to detect such parts and not to use them in your products while performing your obligations under your engagement with us.

2.10. Intellectual Property and Confidentiality

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to protecting third party intellectual property rights. You are expected to respect all valid intellectual property rights, and not to infringe or misuse any third party intellectual property rights, including any patents, trade secrets, copyright, trade-marks as well as any know-how or other proprietary non-public information with commercial value obtained without the owner’s consent. You are further expected to maintain confidentiality of all information so entrusted to you while performing your obligations under your agreement with us, except when disclosure is authorized or legally mandated. You are further expected to safeguard confidential information by keeping it secure and limiting access to those who have a need to know it in order to perform their job. You are expected to not use such information for personal gain.

2.11. Export Controls and Economic Sanctions

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to export and re-export of goods, services, technology, software to restricted legal entities or regions, and economic sanctions. You are expected to implement proper processes to ensure compliance with the provisions of all applicable laws.

2.12. Protection of Identity and Non-Retaliation

We expect our suppliers to put in place a proper grievance mechanism which will allow employees as well as all other stakeholders to submit complaints if any misconduct was observed by them including non-compliance with applicable laws or regulations, this procedure or any other internal policies, standards or procedures of supplier. You are expected to not any form, retaliate, harass, terminate any engagement or employment or take any action which will have adverse effect or threaten to do any of the foregoing, against any employees or other stakeholder who launched a complaint for this reason. You are further expected to encourage employees and stakeholder to report misconduct.

2.13  Information Security

We expect our suppliers to secure Innoviz data, Innoviz products and its own data against unauthorized access, modification, destruction and other misuse and to utilize state-of-the-art technical and organizational measures to ensure information security. We expect our suppliers to be able to prove the implementation of these measures. In addition, we expect our suppliers to ensure that they do not deploy any software which might potentially cause damage (e.g. viruses, worms or Trojan horses) for example contained within driver software or firmware. To this end, in the event that our supplier obtain knowledge of an incident which involves a breach of information security requirements (e.g. security gaps, data losses, malfunctions, endangerment, attack by damage-causing software, data misuse) and which could concern Innoviz, in particular of any unauthorized third- party access to Innoviz data (e.g. data leak or cyber-attacks), we expect them to inform Innoviz thereof at email address: cybersecurity@innoviz-tech.com, without undue delay. In addition, we expect our suppliers to take all necessary steps to investigate the factual situation and to limit the damage as well as to support Innoviz in respect to such information security incident.

3. Environment, Health and Safety

We expect our suppliers to manage and operate its assets in a manner that is protective of human health and safety and the environment. We Expect our suppliers to comply with both the letter and the spirit of the applicable health, safety and environmental laws and regulations and standards and to attempt to develop a cooperative attitude with government inspection and enforcement officials. We further expect our suppliers to make all required efforts to proactively reduce the risks of work-related injuries and promote the health and welfare of its employees. We expect our suppliers to invest efforts and implement proper measures to avoid air, water or soil pollution, save energy, water, reduce the amount of waste materials and greenhouse gases generated from suppliers’ activities. To this end, the supplier is expected to reduce, reuse and recycle its waste track and document energy and natural resources consumption of its activities, to set measurable goals to minimize such consumption, to take measures to meet such goals and to record such processes. You are expected to design and produce products or services that are safe to manufacture and use and consume the minimal amount of energy and natural resources.

4. Human Rights and working conditions

Respecting human rights is a core value for us and is embedded in the way we do business. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to human rights and working conditions. We further expect our suppliers to maintain a work environment in which any form of violation of human rights is strictly prohibited, discrimination or harassment are not acceptable, coercion or modern slavery as well as child labor are strictly forbidden and in general at all times all human beings are treated with utmost respect and dignity. To this end we expect:

4.1. Child Labor and Young Workers

We expect our suppliers to abide by all applicable laws, regulations and standards with respect to child labor and to strictly forbid child labor of any sort or form. If local applicable laws allow retaining services of or employing young workers, the minimal age of such young workers shall be as set by local laws or exceed the set minimal age. Also, the working days and hours of such young workers shall not exceed the times permitted by local applicable laws. We further expect our suppliers who employ young workers to put their education and needs as a top priority, to not in any manner interfere with their mandatory school chores, or their educational obligations. We expect our suppliers to not assign any working assignments to young workers which may in any manner harm of adversely affect the young workers’ physical or mental health. You are further expected to ensure that you accommodate the special needs of young workers, and specifically retain them for lesser hours, allow longer breaks, and keep the young workers welfare as a top priority.

4.2. Wages and Benefits

We expect our suppliers to abide by all applicable laws, regulations and standards with respect to wages and benefits of all their employees (employed by the supplier directly or indirectly, e.g. through a third party). We expect that our suppliers would compensate their employees in accordance with their skills and fair market value and in no event less than the minimal wages set out by applicable laws. We further expect that our suppliers will pay all applicable social benefits as costumed in the industry and in no event less than the minimum required by applicable laws and regulations. We expect our supplier to act in a just, equitable and transparent manner and to this end, communicate to their employees (by statements or in any other written form rendered regularly) their terms of employment and the compensation paid for the employment in a manner that would allow each employee to verify that the compensation is in fact aligned with the agreed upon terms and the letter of the law.

4.3. Working Hours and Working Conditions

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to working hours, weekly rest days, holidays, seek leaves, maternity leaves etc. You are expected to ensure, and to install proper measures for this, that employees do not exceed the maximum daily, weekly and/or monthly quota of hours as stipulated by law (as applicable). You are expected to compensate employees who have worked more than the regular hours (if and to the extent such employment is permitted by applicable laws) and to ensure that such employment is voluntary. Furthermore, you are expected to ensure, and install proper means for this, that your employees work in proper physical conditions and get occasional breaks.

4.4. Forced labor

We do not tolerate, condemn, and expressly forbid any sort of forced labor, such as coercion, modern slavery, obduction, human trafficking or involuntary imprisonment. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to forced labor and to ensure at all times that the employment is voluntary. Accordingly, it is prohibited for an employer to receive any kind of collateral from an employee (or candidate for employment), to ensure his continuity of employment. You are expected to pay employees, proper compensation for their work and provide your employees with a document (agreement or any other form) that specifies the main terms of employment. If an employee wishes to offer his resignation, you are expected to honor his wish, allow them to resign pursuant to the provisions of the applicable laws, and pay them any amounts that they are entitled to upon termination.

4.5. Freedom of Association

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to freedom of association and employees’ bargaining rights. To this end, we expect you to allow employees to communicate with management openly in connection with their employment and working conditions without fear of punishment or retaliation. We expect our suppliers to allow employees to jointly bargain the terms of employment and form unions for that matter. You are expected to not retaliate, harass, terminate any engagement or employment or take any action which will have adverse effect or threaten to do any of the foregoing, against any employees who exercised any of these rights.

4.6. Health & safety

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to health and safety standards in places of work. You are expected to provide your employees a safe and healthy place of work, and ensure that any hazards are removed as soon as possible, the air is clean and the illumination is sufficient, all equipment and materials are safe for use, proper guidance is provides and cautionary notes are in place when necessary.

4.7. Harassment

We do not tolerate, condemn, and expressly forbid any sort of harassment at a place of work. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to prohibition of harassment and to provide employees a harassment-free work environment. This includes without limitation sexual harassments, threats, verbal abuse and similar improper practices. We expect our suppliers to address any claim of harassment in the work place, investigate the matter and take preventative measures to ensure such harassment will not happen again.

4.8. Non-Discrimination

We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to non-discrimination. We further expect our suppliers to not discriminate based on age, color, gender identity or expression, religion, marital status, medical condition, national origin, physical or mental disability, political affiliation, race, religion, sexual orientation, or any other irrelevant characteristic. Accordingly, there should be no discrimination in wages of employees based on the above, and the wage of employees should be determined solely by their skills and experience. We expect our suppliers to make proper accommodations for religious practices and avoid any sort of inequity between employees based on the said characteristics.