Uncompromising Integrity
Our Standards of Business Conduct

Table of Contents
Letter from Agilent President and CEO......................................................... 3
Values................................................................................................................... 4
Overview.............................................................................................................. 5
Concerns and Questions.................................................................................. 7
Our Standards.................................................................................................... .9
Conflicts of Interest.................................................................................9
1.1
Identifying and Disclosing Conflicts
1.2
Financial Interests
1.3
Outside Employment and Consulting
1.4
Board Directorships and Advisory Roles
1.5
Volunteer Activities
1.6
Personal Relationships
1.7
Personal Benefits
Protecting Information..........................................................................13
2.1
Defining Sensitive Information
2.2
Data Privacy
2.3
Inside Information
Protecting Assets...................................................................................16
3.1
Physical and Electronic Assets
3.2Intellectual Property
3.3
The Agilent Brand
3.4
Theft and Fraud
Communicating about Agilent............................................................19
4.1
Speaking on Behalf of Agilent
4.2
Government Audits and Investigations
4.3
Social MediaThe Marketplace....................................................................................22
5.1
Competition and Antitrust Laws
5.2
Interactions with Resellers and Other Channel Partners
5.3
Ethical Sales Practices and Marketing
5.4
Interactions with Suppliers
5.5Interactions with Healthcare Professionals
Safety and Product Quality..................................................................27
6.1
Safety First
6.2
Research Standards
6.3
Quality and Regulatory Standards
6.4
Other Life Sciences Industry Standards
2International Business..........................................................................30
7.1
Anti-bribery and Anti-corruption Laws
7.2
International Trade
7.3
Boycotts
Gifts and Entertainment........................................................................32
8.1
What You May Accept
8.2
What You May Give
8.3
Government Employees
US Government Contracting................................................................35
9.1
Doing Business with the Government
9.2
Procurement Integrity
9.3
Protection of Government Information and Property
Accuracy in Recordkeeping................................................................37
10.1 Financial Integrity.
10.2 Anti-money Laundering
10.3 Records Management
Equal Employment Opportunity...........................................................40
11.1 Anti-harassment, Anti-discrimination
11.2 Compliance with Labor Laws
A Safe Workplace..................................................................................4212.1 Preventing Accidents and Injuries
12.2 A Violence-free Workplace
12.3 Substance Abuse
Social and Environmental Responsibilities......................................44
13.1 Charitable and Political Activities.
13.2 Environmental ComplianceNote...........................................................................................................46
Resources..................................................................................Back CoverA Message from Mike McMullen
Agilent’s Commitment to Uncompromising Integrity
Agilent teams are richly diverse in global cultural
perspectives, individual knowledge and experience.
However, what has always drawn us together acrossborders, business groups and individual jobs are ourvalues, which includes always acting with
uncompromising integrity. That will never change.
Our values form the foundation of how we workwith customers, suppliers and competitors. Ethicalbehavior, honesty and adherence to laws are thehallmarks of how we operate. This is an absolute atAgilent; there is no room for compromise.

President and CEO,
Agilent Technologies

Today’s business world is more complex than ever andoften answers are not easy. The Agilent Standards ofBusiness Conduct is a practical guide, clarifying ourstandards for everyday business situations. These
Standards apply to every Agilent employee, and eachof us is personally accountable for understanding andupholding them.

Agilent has earned a reputation for honesty andintegrity and for consistently sharing information
truthfully with all stakeholders. We owe it to ourinvestors, employees and customers to always act
with uncompromising integrity.
I expect all managers to review these Standards
with their employees and to make the Standards
a living part of our working teams to ensure fullunderstanding and compliance.
As we partner with our customers to meet theirbiggest challenges, let’s ensure that Agilent values
drive every decision we make and every action
we take. Let’s never forget that honesty, integrity,
compliance with global laws and Agilent’s Standardsof Business Conduct are our highest priorities in how
we do business.

Although it is important to grow our business, wecannot do so by compromising any of our Standards
or breaking the law, even unknowingly. In fact, as aleading global company, we must go a step further
and avoid even the appearance of any impropriety.

3

Values
As a global company, Agilent enjoys the diversity of cultural and individual
perspectives held by our employees. Yet we have a common bond thatunites us—our enduring set of values. Our values are the basis for every
decision we make and every action we take, no matter where we arelocated. They form the foundation of our standards of business conduct,
which define how we approach our work in a complex businessenvironment. Every employee is expected to uphold Agilent’s values.

OUR CORE VALUESENE
GILENT WAY

ilent we are at our best when wewin, and grow as one company.

UNCOMPROMISING
We adhere
adhere toWeto thethehighest standards
standards
highestWe invest inauthentic relationships

We seek better solutions
in all we dother we advance health and quality
by helping our customers solve
orld’s most challenging problems.

ther we work in a diverse
onment built on a foundation of trust,ct, and uncompromising integrity.

We communicate withcandor and listen closely

We treat others as
they want to be treatedther we hold ourselves accountablee our values every day.

is is how we win.

We act as one teamWe empower ownershipof our work and results
We prioritize
what matters most for Agilent

4Overview
Throughout our history as a company, we have seen dramatic changes
in technology, in the economic climate and in our industry, but ourcommitment to a basic set of values has remained the same. Our
Standards of Business Conduct (SBC) helps us stay true to our values
by providing the information, guidance and resources needed tooperate with honesty and integrity and in compliance with the laws andregulations everywhere we do business.

Who Must Comply With The SBC?
Agilent’s SBC applies to all employees, executives, officers, directors, managers
and third parties who work for—or on behalf of—our company. Each of us has a
responsibility to:• Be familiar with the policies and guidelines set forth in the SBC.
• Know and comply with the laws and regulations in the countries where
we operate.
• When in doubt, ask questions before taking action. Disclose observations orinformation about conduct you believe might be illegal or unethical or that
violate the SBC.
• Cooperate fully and honestly in any internal investigations of misconduct.
In addition, directors must comply with the Director Code of Ethics.

Managers Have Additional Responsibilities
We look to our leaders not only to set the tone for an ethical workplace, but also
to mentor, coach and guide employees on how to conduct business honestly, withintegrity, and in full compliance with the SBC. If you are a manager, you have a
responsibility to:• Lead by example—demonstrate that there is no gap between what you expect
and what you do.
• Create and maintain a workplace where employees feel comfortable coming
forward with questions and concerns.
• Support employees who raise issues. Treat the information they share as
sensitive, disclosing it only to those who have a business need to know, as you
work to find a solution.
• Maintain an environment free of fear of retaliation or other adverse impact forsharing concerns in good faith.
5Overview
Look Beyond the Law or Local Culture
As a company that conducts business in a complex global marketplace, we
recognize that the SBC simply cannot address every situation that might ariseon the job. However, at their core, they set the expectation that each of us will
act with the highest integrity.
Use good judgment at all times and in all places. In situations where local
customs or practices conflict with the SBC, you must comply with the SBC.
If you are ever faced with an ethical dilemma, let the following questions guide
your decision-making.

Is it legal?

Does it comply
with our policies?

If you can answer “yes” to all four questions, it is probably safe to move
forward. But a “no” or “not sure” to any of them should cause you to stop andreconsider your action. It is always appropriate—in any situation, under any
circumstances—to ask for help.

6

Does it alignwith our values?

Would I feel
comfortable if theaction were publishedin the media?

Violating The SBC
A violation of the SBC is considered misconduct, for which employees can be
subject to discipline, including immediate termination of employment at Agilent.

Concerns and Questions
Reporting Concerns and Asking Questions
As employees, we are required to speak up if we see or suspect conductthat violates the SBC, our policies or the laws and regulations that apply
to our business. You must report through an appropriate channel any
misconduct you observe or become aware of, whether the violation involves
you, another Agilent employee, or a third party conducting business with oron behalf of Agilent. As a corporation whose stock is listed on a public stock
exchange, we have a responsibility to our investors and other stakeholders
to investigate all good-faith reports of misconduct. We conduct thoseinvestigations with the highest degree of confidentiality, in compliance withlocal laws, and in a prompt manner using qualified personnel.

Agilent has an Open Door Policy that allows you to report your concerns to any
level of management. Typically your direct manager should be your first point ofcontact. If you are uncomfortable speaking with your manager or other membersof management (or if you have shared your concern with a manager and feel yourconcern is not being addressed appropriately), you may contact your local Human
Resources Department or one of the following resources:
Legal Department
Compliancehelpline.legal-compliance@agilent.com
Global Human Resources
The Compliance Hotline
http://www.agilent.com/about/compliance/hotline.html

7

Concerns and Questions
The Compliance Hotline
The Compliance Hotline is operated by an independent reporting service thatallows you to communicate your concerns anonymously (where permitted bylaw) and confidentially via telephone or Internet, at any time day or night. For
more information about the Compliance Hotline, please visit
Compliance@Agilent.
In countries where anonymous reporting is not permitted, employees may
share their concerns using our Open Door Policy.

After You Report
As a company, we have a responsibility to investigate all credible reports of
misconduct thoroughly and without bias. Regardless of whom you contact, you
can be assured that your concern will be handled promptly and appropriately. We
will treat your report with sensitivity and disclose the information only to those whoneed the information in order to conduct an appropriate investigation and address
the issues that have been raised.
We have established processes and procedures to ensure all internal investigations
are conducted by qualified personnel in a manner that is lawful in the given
jurisdiction and professional. Facts and circumstances will be reviewed, investigated
and treated confidentially to the extent possible under the law. When requiredby law (or determined appropriate by our company), we may inform the relevant
government authorities.

8

Our Policy on Non-retaliation
We recognize that reporting any misconduct, including violations of the SBC canbe stressful to the employee making the report. Agilent strictly prohibits retaliation
against anyone who makes a good faith report about a known or suspected violationof the SBC and against anyone who assists in an investigation into such matters.
We want you to feel as comfortable as possible in coming forward, secure in theknowledge that you are doing the right thing, even if the report is not—or cannot
be—substantiated.
Sometimes it may seem easier to say nothing or look the other way if you suspectsomething is wrong, but doing nothing is, in fact, an action that can have serious
consequences for Agilent and even for an individual. Always do your part to raise
concerns promptly so they can be addressed. Be assured that the information you
provide will be shared only with those who need the information to investigate andresolve the issue.

Conflicts of Interest
1.1
1.2
1.3
1.4
1.5
1.6
1.7

Identifying and Disclosing Conflicts
Financial Interests
Outside Employment and Consulting
Board Directorships and Advisory Roles
Volunteer Activities
Personal Relationships
Personal Benefits

1.1

Identifying and Disclosing Conflicts
A conflict of interest can exist any time your personal investments, activities,
interests or associations (or those of your family members or others with whom you
have a personal relationship) compromise your loyalty to Agilent. When making
decisions related to Agilent work, you have a duty to act in our company’s bestinterests and avoid even the appearance of a conflict.
While it is not possible to list every situation that could present a conflict, there arecertain situations in which conflicts typically arise. It is your obligation to avoid thesesituations whenever possible and to disclose them when they do arise. If you havequestions about the proper course of action in any situation, you should disclose theissue to your direct manager, or to any manager in your management chain, andseek his or her advice before taking any action.
Most conflicts can easily be avoided or addressed if promptly disclosed andproperly managed. If you are in a situation in which there may be a real or perceived
conflict, you must disclose it promptly in writing to your manager. In situations that
require approval, the responsible manager will review the matter and communicate
to you in writing, advising either that there is no objection to the activity or
relationship or that there are specific steps you must take to resolve the potential
conflict.

As employees, we do what’s right for the company, avoiding situations
that could create—or appear to create—a conflict between our personal
interests, or the interests of friends and family members, and the interestsof Agilent. We avoid the types of situations that can give rise to conflicts ofinterest, recognizing that they can cloud our judgment and impair our ability
to objectively make business decisions.

You have a continuing obligation to disclose any change in circumstances that could
affect the situation as soon as you become aware of it. In the meantime, copies ofyour disclosure and the company’s response will be maintained by Agilent in yourpersonnel file. Should your manager leave his or her position you should inform yournew manager of the existing circumstance.

Disclose in writing, any real or perceived conflicts of interest.
9Conflicts of Interest
1.2

1.3

A conflict of interest may arise if you or a family member holds a financial
interest in, or exercises control or influence over, an Agilent supplier, customer,
reseller or competitor. The potential for a conflict generally depends on the sizeof your investment, your job and the nature of the business relationship between
our company and the one in which you have invested (or intend to invest).
Disclose the investment and seek guidance any time an investment you areconsidering or have made in the past could pose a potential conflict of interest.

Work outside of Agilent can pose a potential conflict of interest if it competes withthe work you do for our company or if it interferes with the time, talent and energy
you bring to the job.

Financial Interests

Q

My father owns stock in one of Agilent’s resellers. Is
that a problem?

A

It depends. If, for example, the reseller is publicly traded andyour father’s investment is small, it’s probably not a problem.
If the reseller is a private company, however, and your father’sinterest is considered significant, you would need to disclosethat information immediately as it could affect, or appear toaffect, your ability to make objective business decisions andact solely in the best interests of Agilent.

Outside Employment and Consulting

The following activities are expressly prohibited:• Working for a competitor in any capacity• Supporting or promoting the products and services of a competitor• Supporting or promoting Agilent products or services (or products or services thatare similar to ours) on behalf of another company• Holding more than one job within Agilent—for example, you cannot be an
employee in one Agilent division and an independent contractor for another
Other activities may be permitted if disclosure is made in advance and written
approval is obtained.
Even in situations where a second job is allowed or approved, there is the
expectation that any work you do outside of Agilent will not adversely affect theperformance of your job responsibilities (or the responsibilities of others) at Agilent.

Q

I work at a jewelery store on the weekend and some nights, does
this pose a conflict of interest?

however, you should make your manager aware of thisA No,
arrangement and take special care to not allow the work you do

outside of Agilent to adversely affect the performance of your job
responsibilities at Agilent.

10Conflicts of Interest
1.4

1.5

Agilent employees are sometimes asked to take directorship positions or to act
in advisory roles to the board of directors of companies, universities, or otherorganizations. Before agreeing to serve as a director or in an advisory capacity on
any board, you must disclose in writing to your manager, so that the activity can bereviewed to determine whether the position will conflict with or interfere with yourjob responsibilities at Agilent.

We strongly support your volunteer service with charitable, professional andcommunity organizations. Keep in mind that in general, volunteer activities musttake place on your own time, using your own funds and resources, and that thework you do does not conflict—or appear to conflict—with your work at Agilent.

Board Directorships and Advisory Roles

Follow company policy as it relates to directorships on the boards of:• Competitors: You may not accept a position on the Board of any Agilent
competitor.

Volunteer Activities

Do not allow an organization with which you are affiliated to use our company
name or assets unless you obtain approval from your manager in writing, anddo not solicit others on Agilent property or during working hours on behalf of an
outside organization, unless doing so is part of an annual charity drive that has
been sanctioned by our company.

• Companies or organizations that support or promote a competitor’s
products or services: You must obtain approval from a member of Agilent’s
Executive Staff and General Counsel.

Q

My son’s school is doing a fundraiser. Is it okay to distribute a
copy of the sales catalog to my coworkers so they can browse
and order in their spare time?

• For-profit product suppliers or service providers, customers or
resellers: You must obtain approval from a member of Agilent’s Executive Staffand General Counsel.

A

In order to promote our business operations and limit
distractions, we do not permit solicitation or distribution of sales
catalogs—or any other kinds of literature or sales collateral—
during work hours. You may, however, engage in such activities
as long as it takes place in non-working areas during nonworking times, if you obtain approval in advance. Note that any
form of solicitation on company premises by non-employees is
prohibited at all times.

• Nonprofit product suppliers or service providers, customers or
resellers: You must obtain approval from a VP or higher.
If you are serving as a director or advisor for a company or other organization andencounter any situation where your role may be in conflict with our interests, youmust either withdraw from that situation or resign as director.

There are situations where your volunteer service can present some of the same
issues as paid employment. In any situation where the work that you are doing
may conflict with your work at Agilent or the work that Agilent does, you must
disclose the proposed activity to Agilent.

11Conflicts of Interest
1.6

Personal Relationships
Business decisions can become difficult if the person with whom you are dealing isa friend or family member. Comply with company policy and disclose all situations
in which you or your Agilent business group contemplates conducting businesswith members of your family, friends or others with whom you have a close
personal relationship.

Q

My sister-in-law works for a company that does business with
Agilent. Is that a problem?

A

Agilent does not prohibit the conduct of business withcompanies that employ friends and family members of ouremployees, but it is important to disclose the relationship so thatany necessary actions can be taken to prevent potential conflicts
from affecting—or appearing to affect—decisions that you makeon behalf of the company.

Q

In making arrangements with a local hotel, my coworker applied
the hotel reward points earned from booking a corporate meetingto her personal account. Can she do that?

A

No, she should not receive any personal benefits from doing
what’s expected of her, as part of her job. Accepting the points
represents a conflict of interest since her decision—for thismeeting and for future meetings—could be based on points she
gains rather than the best value for Agilent.

Never use company property, information or your position at Agilent for personal
gain, and do not take for yourself a business opportunity that belongs to Agilent.
If, through your job, you become aware of such an opportunity, notify your direct
manager.
Note that gift-giving and receiving can also represent a conflict of interest when
doing so influences (or appears to influence) your decision-making. Make sure you
know, understand and comply with our policy on Gifts and Entertainment.

1.7

Personal Benefits
Business interaction in social settings and common business courtesies areappropriate when done with good judgment and moderation. However, you may
not receive any personal profit or advantage other than your compensation from
Agilent in connection with any transaction involving our company. Participation in
published frequent flyer programs is acceptable, except for those that offer cash
refunds. You may not accept other kinds of free travel or participate in frequentpurchase programs outside the travel industry that are based on purchases by or
for Agilent. You are also prohibited from obtaining reward points for personal use
or other personal benefits from travel service providers in connection with planninga group activity or travel for yourself or for others.

12

Take Responsibility• Be alert to the types of situations that could pose a potential conflict.
• Ask yourself: Am I involved in any situation that could create—oreven appear to create—a conflict between my personal interests andthe interests of Agilent?
• Disclose any actual or potential conflicts of interest, or situations that
could present an appearance of a conflict of interest, to management
and receive approval before engaging in the activity.
• Remove yourself from any decision-making in situations that pose—or appear to pose—a conflict.

Protecting Information
2.1
2.2
2.3

Defining Sensitive Information
Data Privacy
Inside Information

2.1

Defining Sensitive Information
Sensitive information is non-public information in any form, whether written, verbal,
or electronic, to which you are exposed as part of your job. It includes:• Information about our business, such as new product research, productspecifications and designs, business strategies, customer lists and marketingplans• Nonpublic financial information, such as forecasts, pricing strategies andbudget information• Information about our employees, such as benefit, compensation andperformance information• Information about third parties, such as customers, suppliers, resellers,
research partners and other third parties, that we have been entrusted to protect

Information is one of Agilent’s most valuable assets. As employees, we havean obligation to safeguard information about our company, our coworkers
and the companies with which we do business. We must know the kind of
information considered sensitive, never use it for our personal benefit andnever disclose it to others, including family members, friends or anyone else
who doesn’t have a need to know it.

Label sensitive information in accordance with company guidelines to indicate thelevel of care to be exercised in handling it and how widely it may be distributed.
You should treat unlabeled information as sensitive unless a good reason exists forbelieving otherwise.
Before disclosing sensitive information—inside or outside of Agilent—makesure there are good business reasons for sharing it, that you are authorized todisclose it, that you are disclosing it to someone who is authorized to see it andthat you limit the amount of information to what is required to achieve the statedbusiness purpose. In disclosing the information, make sure the recipient knowsthat the information is sensitive and understands the restrictions related to its
use and dissemination.

13

Protecting Information
Q

Why is the protection of sensitive information so important?

A

Information such as business and technical data drives ourcompetitive advantage in the marketplace and can be of greatvalue to competitors. Violating our policy regarding the disclosureof sensitive information can weaken our competitive position,
as well as investments we have made and resources we havedeveloped.

Sensitive information should never be disclosed to third parties without theprotection of an appropriate written agreement, such as a Confidential Disclosure
Agreement or Privacy Agreement, providing a written record that documents all
aspects of the disclosure. If you are not sure which kind of agreement to use, or if
the third party wants to use its own form of agreement instead of ours, contact theLegal Department for guidance.
With regard to receiving sensitive information from a third party, you should
accept it only after Agilent has made a management decision that it is necessary
and a written agreement is in place that identifies the information and specifies
our obligations in dealing with it. The agreement should be either our standard
Confidential Disclosure Agreement or another written agreement that has beenreviewed by the Legal Department. Make sure you handle the information inaccordance with the agreement and use it only for the purposes it outlines. The
best practice in receiving sensitive information, just as in disclosing it, is to maintaina written record that documents all aspects of the disclosure and use.
Your responsibility to protect sensitive information also applies to work you may
have done before coming to Agilent and to work you do for Agilent should you
leave the company to work elsewhere.

14

2.2

Data Privacy
Personally Identifiable Information (PII) is data that can be used to identify a
specific person, such as a name, address, photo, birth date or phone number. We
value the privacy of our employees, our customers and third parties with whom we
do business and are committed to the responsible collection, storage, use, transfer
and disposal of their personal information. Personal data must be processed inaccordance with the applicable local laws. Note that the term “sensitive personaldata” has a specific meaning in certain countries and is subject to additionalsafeguards with respect to its collection and use.
We take appropriate organizational and technical measures to protect personal
data from unauthorized disclosure and take swift and deliberate action to remedy
any breach of data.
Employees with access to personal employee data or sensitive customer
information are required to protect the information that is entrusted to them.
Use it only for the purpose for which it is meant to be used and do not share itwith anyone else, inside or outside of Agilent, who is not authorized to it.
Improper handling of data that is deemed private, whether for employees orcustomers, may result in severe fines for Agilent and even criminal charges forindividuals. Think about how you would want your personal information to behandled and act accordingly.
For further guidance, visit the Privacy Program Office website.

Protecting Information
2.3

Inside Information
You may not trade in Agilent securities—or tip others to trade—based onmaterial, nonpublic (or inside) information. Information is material if a reasonable
investor would consider it important in making a decision to buy, sell or hold stock;
information is considered nonpublic until it is announced to the public through an
Agilent press release or SEC filing.

Q

What kinds of information could be considered inside
information?

A

Estimates of future earnings or profits, the gain or loss of a
substantial customer, awards or cancellations of major contracts,
information about mergers or acquisitions, changes to the
executive management team or major developments in projects,
alliances or litigation all could be considered inside information.

Trading in Agilent stock includes buying or selling Agilent shares in the open
market, buying or selling exchange-traded Agilent options and selling sharesthat were purchased under an Agilent employee stock option. It does not include
participation in Agilent’s stock purchase plan—just do not buy or sell Agilent
stock outside of the plan or attempt to change your enrollment if you are inpossession of inside information.
Violation of insider trading laws here and abroad can subject you and Agilent tosevere criminal penalties.

If you learn of inside information about another company, you may be considered
an insider for that company and subject to similar trading restrictions. Consult theLegal Department to determine whether information is material before using it tomake an investment decision.

Take Responsibility• Treat sensitive information carefully; protect it as you would yourown personal information and take precautions before disclosing it
to anyone inside or outside of Agilent.
• Only share sensitive information if you are authorized to do so—
disclose it only to the extent necessary and to those who have botha right and a need to know the information.
• Comply with the law and Agilent’s policies as they relate to data
privacy.
• Know what kinds of information are considered inside informationand do your part to protect it.
• Do not share inside information with anyone including your family,
your broker or others inside or outside of Agilent.
• Do not trade in Agilent stock or the stock of any other company if
you possess inside information.

15

Protecting Assets
3.1
3.2
3.3
3.4

Physical and Electronic Assets
Intellectual Property
The Agilent Brand
Theft and Fraud

3.1

Physical and Electronic Assets
Assets such as office furnishings, equipment and supplies, computer hardware,
software and information systems, whether used inside or outside the workplace,are company property and provided for your business use. Incidental, infrequent
personal use of these assets, within reason, is permitted as long as the use isappropriate and does not violate company policies or applicable laws and local rules.
Take steps to protect our systems from viruses and downtime. Installation ofunauthorized software, applications, hardware or storage devices on yourcompany-issued computer or access of our network through unauthorized
applications or devices can introduce risk. Use good judgment. Know and comply
with best practice policy and procedures in the management of software andapplications to maintain the integrity of our systems.
Use good judgment in your online and electronic communications. Take care neverto violate a law, harass others, disclose confidential information or interfere with
network users, services or equipment. Honor copyrights for software installed onyour equipment—do not duplicate, install or use software in a way that violates the
copyright or applicable license terms. Always seek advice from your direct manager
or the Legal Department if you are not certain of your rights and responsibilities.

In addition to protecting our information assets, the protection of ourphysical, financial and technology assets is a critical responsibility. Agilent
trusts us to respect these assets, use them to carry out company businessand protect them from damage, loss, misuse and theft. We also have a
responsibility to extend the same degree of care to assets entrusted toAgilent by others.

Be aware that any information you create, send, receive, download or store on oursystems becomes company property, and we reserve the right to monitor, review
and disclose data as we deem necessary, unless prohibited or limited by applicablelaws and regulations.

Our IP is the product of many years of work and represents asignificant investment.
16

Protecting Assets
3.2

3.3

Our intellectual property (IP) includes patents, trademarks, copyrights and trade
secrets, as well as the technical data and software we have developed. Our IP is
the product of many years of work and represents a significant investment, one
we need to protect in accordance with company policies and applicable laws andregulations. The enduring obligation to protect IP continues even if you should stop
working for Agilent, and you should understand that Agilent will lawfully enforce its
IP rights.

The Agilent brand is our corporate identity and an integral part of our IP. It includes
our name, the Spark of Insight, our Corporate Signature and the distinctive look of
our products. Each of us has a duty to protect the brand by following the applicablestandards and policies relating to its visual representation and use and by reporting
any misuse, internally or externally. Consistent representation is key to building ourcompany’s brand equity and defending the brand against infringers.

Intellectual Property

Agilent respects the IP rights of others. You also are responsible for complying withcopyright laws with respect to books, articles, images, videos, music and otherforms of expression, whether they are in hard copy or electronic form. Do not copy
these items for your own use or for Agilent’s use unless proper permission has
been obtained.
If you have concerns about Agilent’s right to use a current or planned
Agilent product or service because of the IP of others, complete a Right-to-Use
Inquiry form.
If you receive an unsolicited idea for a future project from an external source you
should politely reject the submission and instead refer the submitter to Public
Suggestion for Agilent’s Consideration to protect our company from claims that an
unsolicited idea we receive is the source of a project we independently develop
ourselves.

The Agilent Brand

Any use of Agilent’s name or trademarks by any other entity in a way that suggeststhat Agilent has an affiliation with or is endorsing that entity requires an appropriate
written license from Agilent and the written approval of a VP or the appropriate
local General Manager and the marketing manager of the relevant Agilent
entity. Use of our logo by our suppliers is seldom permitted and should never beconsidered without first going through Agilent’s Third Party Trademark Use Process
and, in the event of questions, consultation with Agilent’s Trademark Counsel.

Q
A

What if a supplier asks me to endorse its products or services?
Unless Agilent’s contract with the supplier requires that theexistence of the relationship be kept confidential, the supplier isfree to include Agilent’s name in its list of customers. However,
our name may not be used in a way that suggests that weendorse the supplier, and Agilent’s trademarks may not be
used in a supplier’s or consultant’s advertising, promotional
materials, customer references or the like, without an appropriate
Endorsement Use license. This license requires the written
approval of the user entity’s VP or the appropriate local General
Manager and marketing manager, and when needed, consultation
with Agilent’s Trademark Counsel.
17

Protecting Assets
3.4

18

Theft and Fraud

Take Responsibility

Misrepresentation, cheating, stealing and deception have no place in a company
that values integrity. Theft includes stealing physical assets that’s true, however,misrepresenting expenses on your expense reports and falsifying receipts is
considered stealing as well. Promptly report any suspected theft, loss or abuse ofcompany assets. We will investigate, and where appropriate, prosecute reported
incidents of fraud or theft of our assets and we reserve the right to seek repayment
or restitution from those who steal.

• Be a good steward of company assets and safeguard them fromdamage, loss, misuse and theft.

Q

I suspect that someone in my department is committing an actof fraud, but I do not have any real evidence to support it andhonestly, I would rather not get involved…

A

Speaking up is never easy, but it is always the right thing to
do. You have an obligation to share your concern. Remember, aviolation, left unreported, can result in significant harm to ourcompany and everyone who works here.

• Remember that company assets are company property andintended for business use.
• Be responsible in your use of electronic communications andsystems.
• Speak out against any acts of theft or fraud.

Communicating About Agilent
4.1
4.2
4.3

Speaking on Behalf of Agilent
Government Audits and Investigations
Social Media

4.1

Speaking on Behalf of Agilent
In order to ensure that accurate and complete information is conveyed to the public, to regulatory authorities and to others, we have designated individuals to serveas our official company spokespersons. Unless you are authorized to do so, do notmake any statements on Agilent’s behalf.
Refer all media inquiries and public requests for information (including questions
about—and requests for —financial performance) to Agilent’s public relations
contacts. Contact the Legal Department any time you have questions about
whether certain information can be used or disclosed publicly.

Every spoken, written or electronic communication we deliver has an
impact on Agilent’s reputation, brand and people. Each of us has an
obligation to safeguard our company and our information by ensuring that
communications about our company are consistent, accurate and complete
and that sensitive information is protected from unauthorized disclosure.

Q

I have been contacted by a reporter requesting information about
a rumored acquisition. I have heard discussion in the officeabout the deal, and passing along what I have heard would likely
boost Agilent’s stock price. Is it good idea to tell the reporter
what I know?

ANo, unless you are an official spokesperson for our company,
you should not communicate with the reporter about therumored acquisition. The information you have may be incorrect
or incomplete and is best addressed by referring the reporter toCorporate Communications.

19Communicating About Agilent
4.2

4.3

We also comply with requests for information by government and regulatory
agencies, as required by law, and cooperate fully with investigations. If you receive
an inquiry from a government official or agency, promptly contact the Legalor Compliance departments for assistance. Do not provide information to any
governmental or other authority before obtaining permission to do so. If you arequestioned as part of an investigation or audit, you have a duty to cooperate andprovide honest information in connection with an investigation, whether conductedby external or internal investigators. You must:

As a company, we respect your use of social media as a means for exchanging
ideas and building relationships, but you have a responsibility to use good judgment
in your online activity and comply with all applicable laws (including those that
relate to copyright, trademark, fair use and financial disclosure).

Audits, Investigations and Litigation• Always provide truthful, accurate and complete information.
• Never impede, obstruct or improperly influence an audit or investigation.
• Never lie or make false or misleading statements—whether in writingor verbally.

Social MediaIf you are designated to speak on behalf of Agilent on social media, do so withintegrity and in compliance with company policies. Verify details—never make false
or unsubstantiated claims about our company and never violate the boundaries,
terms, conditions or community guidelines set by each site, social network orcommunity. If you are not authorized to speak on our behalf, and you write
something related to our business, make sure you identify yourself as an employee
and state that your views are your own and not Agilent’s.

• Never attempt to persuade someone else to provide false or misleading
information.
• Never destroy or alter documents or records following or in anticipation of arequest to turn them over.
Documents that initiate lawsuits or subpoenas in the United States involving Agilent
should be sent immediately to the Legal Department. Outside of the United States,
documents should be sent to the Agilent attorneys who support that specificgeographic area. If you are involved in a lawsuit or other legal dispute involving ourcompany, do not discuss it with either outsiders or other Agilent employees unless
you first receive approval from the Legal Department.

You are responsible for the content you publish online.

20

Communicating About Agilent
You are responsible for the content you publish. Be careful not to:• Disclose anything that could violate another employee’s right to personal privacy.

Take Responsibility• Disclose confidential information about our company, our customers or third
parties who conduct business with—or on behalf of—our company.

• Do not make any statements on behalf of Agilent unless you are
specifically authorized to do so.

• Make unsubstantiated claims about our products.

• Refer all inquiries and requests for information to the officedesignated to speak on the company’s behalf.

• Endorse our company’s products or services without permission.

Q

I was online recently and did a search on our brand. The results
pulled up a video I had never seen of a customer complaining
about an experience he had with us. Is it okay to post a comment
to correct the customer’s misperception?

A

It’s okay, but take care and think before you post. Ideally, any
response should be planned and coordinated through yourbusinesses’ established social media engagement process.
Any response should be provided in an open, honest, factualand non-promotional way, with a tone that’s positive andcollaborative, not defensive or confrontational. Often, the right
response can move the conversation in a positive direction.

• Honor our commitment to cooperate fully with any government
requirements, audits or investigations.
• Be careful in how you communicate with others about ourcompany online and use online tools in a manner that is
consistent with our policies.

21

The Marketplace
5.1
5.2
5.3
5.4
5.5

Competition and Antitrust Laws
Interactions with Resellers andOther Channel Partners
Ethical Sales Practices and Marketing
Interactions with SuppliersInteractions with Healthcare Professionals

5.1

Competition and Antitrust Laws
Competition and antitrust laws are aimed at preventing agreements and activities
that limit free trade and competition in the market. You must understand andcomply with these laws wherever we do business and avoid conduct that mightsuggest a violation. Never enter into any agreement or understanding, whether
formal or informal, with a competitor, customer or supplier to:• Raise, set or hold a price on our products or services (also known as“price fixing”).
• Divide territories, markets or customers.
• Prevent a company from entering the market.
• Participate in any form of collusion to secure a predetermined bid price.
• Refuse to deal with a customer or supplier.
• Restrict production, sales or output.
• Coerce buyers to buy unwanted products by tying them to other products thatmust be purchased together.

We believe in a thriving marketplace with free, fair and open competition.
Each of us must deal fairly with our customers, suppliers, resellers andcompetitors and to sell our products and services on the basis of quality
and merit. We must promote positive business relationships everywhere
we operate and never take unfair advantage of others by misleading or
deceiving them.

22

When dealing with reseller or other channel partners, you must never influence orinterfere with a reseller’s ability to set the price at which it offers our products orservices for sale.

The Marketplace
Agilent maintains a comprehensive Agilent Antitrust and Competition Law
Compliance Manual, which provides guidance and examples to help employees
understand and comply with these often complex requirements. If your job involves
interaction with customers, resellers and other channel partners, or competitors,
be sure to refer to and familiarize yourself with the manual and seek help fromthe local Agilent attorney any time you have a question about how they apply to aparticular business situation.

Q

I ran into an old college friend at a trade show who works for oneof our competitors. She asked me how business was going. Whatshould I do?

A

There is no problem with responding in a general, non-specific
way to say that all is well, but keep your conversation high-leveland be aware that simply having a conversation with a competitor
can give the appearance to others of something improper.

Q

The new guy on our team used to work for one of ourcompetitors. Is it okay to ask him about the new productfeatures that his company was developing right before he left?

ANo, it is never appropriate to obtain information about ourcompetitors in this way. We have an obligation to gather
competitive information lawfully and ethically.

5.2

Interactions with Resellers and Other Channel Partners
Our resellers and channel partners often work collaboratively with us, serving
as valuable partners in the delivery of not only our products and services, butalso our brand. At the same time, we recognize that resellers are independent
businesses, and agreements that restrict their activity may, in some cases, violatecompetition laws, particularly where those agreements control resale prices.
Agreements with resellers that are permitted under one country’s laws can beforbidden under another’s.
Consult the Legal Department before imposing limitations on resellers that could
restrict their pricing decisions.
In general, in the United States, we are selective in choosing our resellers. If we
decide not to conduct business with someone, we are not required to explain thedecision, and the best practice is not to do so.
In other countries, notably in Europe, our options may be more limited. You
should not plan a selective distribution program or place any restrictions on
resale networks without appropriate legal guidance.

23

The Marketplace
Be aware that it may be unlawful in both the United States and elsewhere
to offer different price structures or levels of promotional support to resellers
that compete with one another unless the differences fit within narrow legal
parameters. Again, seek guidance from the Legal Department when designing
any marketing strategy that might result in different treatment for competing
resellers or when a particular reseller asks for non-standard pricing or assistance.
You can find further information on our responsibilities when interacting withreseller or channel partners in Agilent Antitrust and Competition Law
Compliance Manual.

Q

I was contacted by a distributor who sells not only our
products, but also a competitor’s products. He said that ourcompetitor was planning to raise prices and asked if we were,
too. I didn’t know how to respond.

A

The distributor’s question was inappropriate and likely, illegal.
Any conversation designed to establish or fix prices at a
certain level (whether the conversation is with distributors,
resellers or competitors) violates the law and our commitment
to competing fairly and honestly. The proper course of action
would be to terminate the call and report the incident to theLegal Department immediately.

5.3

Ethical Sales Practices and Marketing
We must be fair, factual and complete in our marketing, sales and promotional
materials. Always disclose material features, costs, terms and limitations for eachproduct and service we offer. Never prohibit our customers or suppliers from dealing
with any of our competitors as a condition of obtaining products and services from
Agilent, and never enter into tying arrangements where a customer is required—asa condition of purchasing one product—to have to purchase a second, distinct
product. Although we are generally free to offer a package price for two or more
bundled products or services, sometimes it is necessary to make them available
separately, particularly if selling them only on a bundled basis would shut down market
opportunities for smaller competitors.
Be aware that any comparisons to competitive products or services must be
substantiated formally with current factual data before publication. In the European
Union, comparisons must comply with the European Directive on Comparative
Advertising. Some countries have even stricter rules or may deem comparative claims
unlawful. Consult with the Legal Department before including product or service
comparisons in promotional communications or material to be used outside of theUnited States it they include product or service comparisons.
The promotion of medical devices and diagnostic products is subject to strict regulation
around the world. Product descriptions must always be fair, accurate and consistent
with product labeling. Promotional claims must be based on valid scientific evidence
and provide accurate, objective and complete information about the product. We mustnever promote our products for uses that have not been approved by the appropriate
regulatory authority, if approval is required. Approved uses in one country may notnecessarily be approved in another; when in doubt contact Regulatory Affairs.
You must only use promotional materials that are current and have been reviewed
and approved through the regulatory and legal processes governing promotional
materials, and you must only promote products or applications that have received all
the necessary regulatory approvals in your market.

24

The Marketplace
5.4

Interactions with Suppliers
Our relationships with suppliers are of great strategic importance. We honor all of
our contractual obligations and require that suppliers, in turn, adhere to the Agilent
Supplier Code of Conduct. Our Code of Conduct requires suppliers to adopt soundenvironmental, health and safety management practices and incorporates eight
International Labour Organization (ILO) Conventions that have been identified as
fundamental to the rights of human beings at work. Agilent has programs in place
to monitor our suppliers’ conformance with the Code of Conduct.
If you manage or work with suppliers as part of your job, use common sense,
good judgment and the highest standards of integrity in your dealings with them.
As a company, we may be responsible for certain acts of third parties who workwith—or on behalf of—our company, so exercise due diligence to ensure thatthey understand their contractual obligations, operate ethically and comply withall applicable laws and regulations. These include laws relating to anti-bribery andanticorruption, conflict minerals and human trafficking.

In general you are not obliged to deal with all potential suppliers. Nor are you
required to award business to a supplier based solely on the lowest price or
the fact that the supplier is also a customer. Avoid procurement decisions that
could appear to be based on personal favoritism or other factors unrelated to theAgilent’s best interests. Decisions should instead reflect your best judgment abouta supplier’s technology, quality, responsiveness and delivery capabilities as well ascost. The supplier’s financial stability, environmental performance and track record
are other factors that should be considered. In the US actively seek out qualified
small, minority-owned, veteran-owned and women-owned suppliers as defined inAgilent’s Supplier Diversity Program.
Suppliers who participate in the formal bidding process should expect to be treatedfairly and to have their bids evaluated objectively against other qualified bidders.
You have an obligation to follow the procedures defined by Agilent’s procurement
processes and to be consistent in your messaging to bidders.
In other, less formal purchasing situations, there is greater flexibility, but no lessaccountability—we have an obligation to comply with the procurement process wehave defined and to negotiate with integrity.
Unless there is an agreement in place that directs otherwise, we have nocontractual obligation to treat suppliers’ prices as confidential, but we do have an
ethical obligation to do so. You may not share pricing information with any Agilent
subcontractor or third party without written approval from the supplier.

We may be responsible for the acts of third parties who workon our behalf.

You may ask suppliers for their best prices for materials and services that Agilent
uses or incorporates into our products, but if you buy a product that Agilent resells
without substantial added value, U.S. law may prohibit receiving a discriminatory
price. Consult the Legal Department if you are purchasing products for resale andare offered a non-standard price.
You should also consult the Legal Department before entering into a grouppurchasing agreement with Agilent competitors that would control prices to be paidby the members of the group.
25

The Marketplace
5.5

Interactions with Healthcare Professionals

Take Responsibility

Our interactions with healthcare professionals must always be guided by the highest
levels of integrity and ethics. Healthcare professionals are those individuals or
entities involved in providing healthcare services or products to patients or any who
recommend, purchase, use, prescribe, or arrange for the purchase or use of our
products. The primary responsibility of healthcare professionals is to act in the bestinterests of the patient.

• Comply with antitrust laws and do your part to promote positive
business relationships and fair business practices.

Our interactions with healthcare professionals are highly regulated by governments
around the world and violations can result in severe penalties. Although regulations
can vary country by country, there are some standards that apply universally:• Never offer a healthcare professional anything that could be perceived as an
attempt to inappropriately influence his or her decision to purchase, use orrecommend our products. This includes non-compliant expansion of product claims.
• Consult company policies and local laws before providing healthcare professionals
with anything of value, including gifts, meals, entertainment or travel.
• If engaging a healthcare professional, ensure that the remuneration is
proportionate to the services delivered, consistent with fair market value andkept transparent.
If your job requires you to interact with a healthcare professional, be sureto understand and follow the particular laws and rules that apply to thoseinteractions, and to seek advice from the Legal Department when you are not sureof your obligations.

Interactions with healthcare professionals are highly regulated
by governments around the world.

26• Treat our customers fairly and work to achieve a competitive
advantage through superior products and services, never throughunethical or illegal business practices.
• Demonstrate your commitment to ethical sales practices andadvertising.
• Avoid discussions with competitors that could suggest an
agreement that limits full and open competition.
• Deal ethically, honestly and transparently with resellers andsuppliers.
• Promote the safety of our products and of those who use them.
• Work toward continuous improvement of our products andprocesses and follow our company’s policies and procedures if
you become aware of any customer complaints.
• Conduct research and development with integrity and incompliance with all applicable laws, regulations and industry
standards.
• Make sure your interactions with healthcare professionals arealigned with our policies.

Safety and Product Quality
6.1
6.2
6.3
6.4

Safety First
Research Standards
Quality and Regulatory Standards
Other Life Sciences Industry Standards

6.1

Safety FirstWe are committed to delivery of high-quality, safe and reliable products, so wetake steps to ensure they consistently meet or exceed the standards set forth in
our Quality Policy as well as applicable global quality manufacturing standards.
You have a responsibility to comply with quality management system (QMS)
processes as well as any relevant external quality standards and regulations. Moreinformation can be found on our website.
We are also committed to continuous improvement of our products and processes.
We maintain a post-market surveillance and vigilance system to analyze, evaluate,
monitor and control the risk of adverse events and malfunctions that could lead toadverse events related to our products, and we study feedback from our customers
about product performance.

Our work in the life sciences industry not only helps grow our company, butalso helps grow our reputation as a company that consumers and business
partners trust and respect. We put safety first, never compromising on
product quality or compliance with the laws and regulatory requirementsthat govern our industry.

We honor the commitment we make to customers, users of our products andbusiness partners. If you become aware of a customer complaint or a quality,
safety or reliability issue, immediately report it following the applicable QMS
process and report the issue to your local quality representative or Enterprise
Quality. Please report the issue immediately even if you are unsure if it constitutes
a complaint.

27

Safety and Product Quality
6.2

With regard to animal care:

Research Standards• Engage in animal care and production only if trained to do so.

Many lives are touched by our products, from the consumer of safe food, tothe athlete subject to testing for banned substances, to instrument operators
generating data for use in clinical diagnostics. Product research and development
is conducted with integrity and the highest ethical standards according tointernational guidelines.

• Follow all relevant laws and regulations on animal care.

In conducting research:• Comply with quality systems and design control process requirements.
• Communicate honestly and keep good records—never falsify, fabricate or
misrepresent data.
• Welcome new ideas and criticism and share data, results and resources.
• Critically examine your own work and the work of your colleagues. Give credit
and proper acknowledgment for all contributions to research.
• Never plagiarize and never use unpublished data, methods or results
without permission.
In clinical research and trials:• Engage in trials only if doing so is part of your job and you have received therequisite training.
• Make sure that trial subjects’ rights, safety and integrity are protected as
required by global privacy requirements, and follow company procedures as they
relate to data handling, protection and disclosure.
• Comply with Clinical Trial process and procedures.
• Retain clinical data in accordance with applicable law.

28

• Comply with our company’s high standards of care for animals used in
production. Seek to minimize discomfort, distress and pain for the animals
involved.
• Speak to your manager if you have any concerns about animal welfare.

6.3

Quality and Regulatory Standards
Our compliance with international standards developed by independent third
parties and the certifications we make to these standards further demonstrate
our commitment to quality and safety. We certify to Agilent Quality Management
System ISO 9001, the related Medical Devices Quality Management System ISO
13485, and applicable international product safety and regulatory regulations(including those that relate to electrical and mechanical safety).
We also comply with regulations regarding ionizing radiation, x-ray emissions,electromagnetic emissions, radio frequency compatibility and the safety of
our chemical and biological products. Agilent is subject to inspection or audit
regarding these standards and regulations, and it is important that our productdesign, manufacturing, testing and supplier management practices adhere to therequirements. Make sure you are familiar and comply with the standards that apply
to your business.

Safety and Product Quality
6.4

Other Life Sciences Industry Standards

Take Responsibility

We operate in a highly regulated industry where national and local requirements
can be far-reaching and complex. Compliance with these standards helps us
maintain the trust we have built with all of our stakeholders. Some of the U.S. lawsthat govern the life sciences industry include the Health Insurance Portability andAccountability Act (HIPAA), the Patient Protection and Affordable Care Act (PPACA)
and the Anti-Kickback Statute (AKS). Our internal policies and procedures help
to ensure compliance not only with these laws, but with all applicable laws andregulations. Again, make sure you are familiar and comply with the standards that
apply to your business to ensure we meet our legal and ethical obligations.

• Promote the safety of our products and of those who use them.
• Work toward continuous improvement of our products andprocesses and follow our company’s policies and procedures if you
become aware of any customer complaints.
• Conduct research and development with integrity and in compliancewith all applicable laws, regulations and industry standards.
• Know and comply with the policies and procedures that apply toyour work to ensure seamless compliance with all applicable legal
and regulatory statutes.
• Learn more:
Quality Policy

29

International Business
7.1
7.2
7.3

Anti-bribery and Anti-corruption Laws
International Trade
Boycotts

7.1

Anti-bribery and Anti-corruption Laws
We do not tolerate bribery in any form, whether dealing with government officials or
representatives of non-governmental commercial organizations. Never offer, pay, promise
to pay, or agree to accept or accept anything of value, either directly or indirectly,
in exchange for obtaining or continuing business or an improper advantage. Agilent
maintains a Global Anti-corruption Policy, which details our position and expectations
surrounding corrupt practices.
A bribe can take many forms including a payment, a gift, a favor, a job, a kickback or
an offer of entertainment or travel. Even a charitable or political contribution could beconsidered a bribe if offered to influence a decision on our behalf. Regardless of local
practice or the practices of other companies, make sure you avoid even the appearanceof anything improper.

As a company that operates in the global marketplace, we are subject
to numerous international laws, regulations and restrictions. We must
understand our responsibility to know and comply with the legal andcontractual requirements as they apply to our work in the countries inwhich we do business. Since these laws can be complex, we shouldseek guidance anytime we have questions.

30

Q

A long-time, trusted vendor offers you a commission in exchange forsecuring an annual contract for his company. Is there any problem with this?

A

Yes, a “commission” for doing business is another word for kickback
or a bribe, both of which are unethical and potentially illegal.

In addition to our own actions, we may be responsible for certain acts of our agents,
partners, consultants and other third parties and are liable for any corrupt payments
or other bribes they offer on our behalf. That is why it is critical that we know who weare working with, the business practices they employ and the reputation they have for
operating honestly and ethically.
We are subject to the laws of multiple countries as they relate to bribery and improper
payments, including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery
Act, both of which have global reach and worldwide implications. So it is critical that you
know, understand and comply with the statutory, regulatory and contractual provisions
that govern the work you do and ensure your business conduct is above reproach.
Violations of these laws can result in lawsuits, substantial fines, and even jail time. If you
see or suspect something improper, share your concerns.

International Business
7.2

7.3

We recognize that our ability to conduct business internationally is a privilege, nota right, and that violations of import and export laws can significantly impact ouroperations. If you are involved in the movement of products, services, informationor technology across international borders, make sure you know and comply not
only with U.S. trade law, but also the trade laws and regulations associated withthe countries with which you do business. Be aware that the laws of more than one
country may apply in cross-border transactions.

We comply with U.S. anti-boycott laws and prohibit participation in or promotion of
boycotts that the United States does not support. If you receive a request to comply
with a foreign boycott (or a request to supply boycott-related information), contact
Global Trade to determine the appropriate course of action.

International Trade

Boycotts

Abide by:Take Responsibility• All applicable customs, procedures, regulations and laws as they relate toimporting products or technology, taking care to accurately describe, classify andstate the value of goods and the country of origin.

• Comply with anti-bribery and anticorruption laws wherever you
do business.

• All export control laws, which apply not only to shipments of our products andtechnologies, but also to transfers of information via download or transport during
travel whether you carry by hand or by baggage.
We do not transact business with countries that are subject to U.S. trade embargoes
or economic sanctions. All partners in business transactions must be screened
against the Agilent Restricted Parties List (RPL). Check with Global Trade toensure compliance, and do your part to ensure the integrity of our supply chain bycommunicating our policies to agents, contractors and others who conduct businesson our behalf.

• Do not offer or accept bribes or allow others to bribe on
your behalf.
• If you have knowledge or suspicion of corrupt activity, report it
immediately.
• Know and comply with all import and export laws, regulations
and restrictions in the country (or countries) where you work,
as well as the trade embargoes and economic sanctions of theUnited States.
• Notify Global Trade of any boycott-related requests.

Ensure the integrity of our supply chain.

31Gifts and Entertainment
8.1
8.2
8.3

What You May Accept
What You May Give
Government Employees

8.1

What You May Accept
In general, business meals, entertainment and other courtesies can be part of normal
business interactions and are appropriate if accepted using good business judgment.
Specifically, in most parts of the world, on an infrequent or occasional basis, anemployee may accept meals, entertainment and gifts of reasonable value.
At all times, we expect employees to use good judgment and to avoid situations inwhich their loyalty may be divided between their own interests and the interests ofAgilent. Employees must avoid even the appearance of impropriety. This means thatan employee may be required to turn down meals, entertainment or gifts if accepting
any of them could unduly influence an employee’s decision making or would create
an improper appearance, even if what is being offered is of reasonable value. In
general, you may accept only when the offer:• Is infrequent• Is consistent with generally accepted ethical standards and business practices• Is for the express purpose of furthering a business relationship and could not be
construed as a bribe or kickback

We conduct business with integrity and make sound business judgments
on Agilent’s behalf, free of any influence that could affect our decisionmaking. The occasional offer of gifts and entertainment is often viewed
as an ordinary part of doing business, but we recognize that it isunacceptable when it creates a sense of obligation, compromises our
professional judgment or gives the appearance that it might.

32• Complies with the law as well as the company policy of the giver.
It is never appropriate to solicit gifts, meals or entertainment or to promise a businessdecision in return for an offer.

Gifts and Entertainment
If you are unsure about whether you may accept any business meal orentertainment, disclose the situation to your manager, who will determine its
acceptability. You may not accept payment or reimbursement of travel expenses
from one of our suppliers, customers or resellers without written approval from a VP
or the appropriate local General Manager.

Q

A potential supplier to Agilent has invited me to attend a
conference and has offered to pay for my lodging and meals. Can
I accept the offer?

A

If you are going to the conference as an attendee, you may
not accept free travel (e.g., airfare, train fare) or lodging fromthe supplier. If Agilent feels that there is a business reason foryou to attend this event, Agilent will pay the costs associatedwith attendance. You may, however, accept a waiver of theconference fee, if offered to encourage your attendance.
Employees may accept meals that are included in the cost of
attendance and which are provided to all other attendees (forexample, lunch during which there is a lunchtime speaker or a
networking cocktail hour). You also may participate in reasonable
after-hour leisure activities offered to all conference participants.
Additionally, employees may be permitted to accept meals andentertainment offered by the current or potential supplier to alimited number of individuals attending the conference, provided
that the value of what is offered is reasonable in the context ofthe event and your attendance does not create an appearance ofimpropriety.

8.2

What You May GiveAs set out above, business meals, entertainment and other courtesies can bepart of normal business interactions and are appropriate if provided using goodbusiness judgment. Specifically, in most parts of the world, on an infrequent oroccasional basis, an employee may provide meals, entertainment and gifts ofreasonable value, subject to the specific limits set forth in Agilent policies.
At all times, we expect employees to use good judgment and to avoid situations inwhich a business meal, entertainment or gift could be seen as having inappropriate influence over a customer’s decision to purchase Agilent products. Employees
must avoid even the appearance of impropriety. This means that you must notoffer meals, entertainment or gifts if providing any of them could unduly influencea customer’s decision or would create an improper appearance, even if what isbeing offered is within the value limits set forth in Agilent’s policies.
Make sure any offers of promotional items, business meals or entertainment:• Are infrequent• Are consistent with generally accepted ethical standards and business practices• Are for the express purpose of furthering a business relationship and could not
be construed as a bribe or kickback; and• Comply with the law as well as the company policy of the recipient.
Accurate recordkeeping is part of our gift and entertainment policy. Anything you
give in connection with your job must be transparent and recorded accurately in
our company books and records.

33

Gifts and Entertainment
Q

One of my customers just got married. Would it be okay to send
him a card and an inexpensive gift?

Q

A

In most cases, this would be okay, but there may be somecircumstances under which it would not be appropriate. For example,
a gift of cash (or cash equivalent, like a gift card) would never beokay. It would also be inappropriate to send a gift if doing so would
violate your customer’s gift policy. The best course of action, always,
is to review our policy and to ask questions in advance.

We would like to provide a complimentary dinner to all
attendees on the last night of an industry conference Agilent issponsoring. Could that pose a problem for attendees who aregovernment officials?

A

Yes, the rules for providing meals to government officials are very
strict. Before making plans that involve a complimentary meal(or any other gift or form of hospitality or entertainment) for agovernment official, contact Compliance.

Q

Is there any problem with providing a catered lunch during a teammeeting with one of our customers?

ANo, as long as it complies with the value limits set forth in ourpolicy and it is not offered to individuals who are not permitted
to accept such a gift (such as healthcare professionals andgovernment officials).

8.3

Government Employees
Government employees may be subject to requirements stricter than othercustomers. For example in the US there are very strict rules for what you may offer
federal government employees, including members of Congress and their staffs. In
many cases, U.S. government contractors and state and local governments have
similar restrictions. It is your responsibility to know and comply with our Customer
Related Expense Policy and the policies of customers with whom you deal.
There may be certain circumstances where it is acceptable to offer low-priced promotional items such as Agilent-branded pens, coffee mugs or calendars to government officials, but even this type of activity must be monitored closely to ensure strict
compliance with the law. If you are contemplating the offer of anything of value,
discuss it with Compliance in advance.
34

For government officials outside of the U.S., laws related to gift-giving in various
countries vary. If your work involves interactions with non-U.S. government officials,
which includes employees of state-owned enterprises, it is critical that you know
and comply with anti-bribery and anticorruption laws in the countries in which you
do business. In all cases, never give anything of value for the purpose of improperly
influencing an official decision. Remember, anything permitted under our policies
must be transparent and recorded accurately in our company books and records.

Take Responsibility• Know the rules when it comes to giving or accepting gifts, meals
and entertainment.
• Do not give anything of value to government officials without
receiving approval in advance from Compliance.
• Be accurate and complete in your recordkeeping and comply withall internal controls, policies and procedures as they relate toaccepting or giving gifts and entertainment.

US Government Contracting
9.1
9.2

Doing Business with the Government
Procurement Integrity

9.1

Doing Business with the Government
We are proud that the U.S. government is one of our customers and we perform
our federal contracts in compliance with all applicable government contracting
laws and regulations. If you serve our government clients, you are responsible
for understanding the unique legal requirements and restrictions associated withthis work. Transparency, accountability and openness are fundamental in not only
winning, but also retaining, our government business.
Agilent Government Contracts is your resource for information about the federal
procurement process and government contracting requirements. Leverage thisresource to ensure that all certifications, representations, reports, data andother statements are accurate, current and complete and that all contractual
requirements are met.
The risks of non-compliance are great and can result in criminal, civil andadministrative penalties for Agilent and for you. Honor the commitment we havemade to operating honestly, ethically and with integrity in all aspects of thegovernment contracting process.

As a company that participates in the U.S. government contracting arena,
we understand our obligation to know, understand and comply with theprocurement laws and regulations that apply to our work, recognizing thatthe requirements are generally much stricter than those governing ourcommercial contracts. We work to be a responsible partner and conduct
ourselves with the highest standards of both legal and ethical conduct.

35

Government Contracting
9.2

Procurement Integrity
Promoting procurement integrity is not just a good business practice, it is the law.
Under the Procurement Integrity Act, we are prohibited from:• Seeking confidential information or source selection information before acontract is awarded.
• Obtaining, using or attempting to obtain or use another contractor’s bid or
proposal information, such as cost or pricing data or proprietary information.
We are also prohibited from discussing employment or business opportunities withagency procurement officials. There are very specific rules that must be observedin recruiting or hiring former (or current) government employees, either ascompany employees or consultants. These rules vary according to the employee’s
employment status, job responsibilities, the business relationship the individual had(or has) with our company and how long it has been since he or she worked forthe government. If you are contemplating the recruitment of a U.S. government
employee for work with Agilent—or if you are approached by a government
employee asking for work—contact Agilent Government Contracts.
It is also a violation of the law to offer or give gratuities or anything of value to any
agency procurement official. Make sure you understand the restrictions on giftgiving and comply with anti-bribery laws.

You Play an important role in preserving the integrity of thegovernment procurement process.

36

Remember, if you are engaged in the government procurement arena at Agilent,
you play an important role in preserving the integrity of the process. Respect
and comply with the laws and be alert to abuses of the system. If you ever havequestions or concerns, seek help.
Take Responsibility• Do your part to maintain procurement integrity.
• Do not discuss employment or business opportunities with agency
procurement officials.
• Learn more:
Agilent Government Contracts

Accuracy in Recordkeeping
10.1 Financial Integrity
10.2 Anti-money Laundering
10.3 Records Management

10.1

Financial Integrity
We require that all company books and records accurately reflect our transactions,comply with policy, procedural and legal requirements, and adhere to U.S. andlocal Generally Accepted Accounting Principles (GAAP). If you are involved in any
aspect of our accounting or financial reporting processes, make sure you adhere tothese rules:• Follow all internal processes, controls and accounting principles, ensuring that
our records accurately and fairly reflect all transactions.
• Be accurate, honest and complete in all aspects of recordkeeping including:accounting records, financial statements, expense reports, time sheets, purchaseorders, sales invoices, etc.
• Do not establish any undisclosed or unrecorded funds, liabilities or assets for any
purpose.
• Never falsify or mischaracterize any book, record, account or transaction that
relates to our business.

The integrity of our company books and records is critical to our future
success and to maintaining the trust of our stockholders, customers andbusiness partners. Each of us has an obligation to follow all internal
controls in recording and maintaining Agilent’s company books andrecords. In every transaction, whether we are filing an expense report,
preparing a financial statement or simply completing a time sheet, we arehonest, accurate and complete.

• Correctly and consistently assign costs to the proper project number, contract
number, name or identifier, as appropriate.
• Do not make any payment—regardless of form—on Agilent’s behalf without
adequate supporting documentation and required approval. If you are a manager,
this includes the review and approval of an employee’s expense report.
• Apply payments received from customers properly (including all supporting
documentation) and verify any communications, whether written or verbal.

37

Accuracy in Recordkeeping• Never lie or make false or misleading statements—whether in writing or in
speaking—to anyone• Protect, store and dispose information in accordance with legal requirements andour internal records management policies.
• Cooperate with all reasonable requests for information from governmentand regulatory agencies and cooperate fully with any government audits orinvestigations.
• Protect confidential information, disclosing it only to those who are authorized tosee it and only if you are authorized to do so.

Q

I saw a coworker sign off on an inspection report when he hadn’t
actually done the inspection. What should I do?

A

You should speak up about what you saw. Signing off on thereport when he had not actually done the inspection would be aform of falsifying records and is never appropriate.

Commission or fee arrangements must be made only under written agreementswith bona fide commercial distributors, sales representatives, agents or consultants.
Any commission or fee for assistance in securing orders must be reasonable
and consistent with local laws and normal practice for the industry, the products
involved and the services to be rendered. Certain sales practices are strictly
prohibited because they violate our commitment to conducting business honestly
and ethically. For example, we do not allow concessions, side agreements or
letters, amended sales documents or future roadmap commitments.

38

10.2

Money Laundering
Money laundering is an attempt by individuals or organizations to hide or disguisethe proceeds of criminal activity (such as fraud, terrorism, drug dealing, illegalarms trade, corruption, human trafficking, etc.) through a series of otherwise
legitimate business transactions. Do your part to prevent misconduct—know yourcustomers and partners, understand their use of our products and services, and be
alert for any financial transactions that may suggest anything illegal.
Be aware that no matter where transactions originate, our company abides by
the rules of the strictest jurisdiction in which we operate. Follow our internal
procedures to obtain, record and verify the identity of those with whom we
conduct business and monitor their activities on an ongoing basis. Make sure you
know the kinds of transactions and activities that require increased monitoring.
Some examples of questionable transactions include large payments in cash,
unusual fund transfers to or from foreign countries, requests to transfer funds to orfrom countries that are not related to the transaction or the customer, or changes
in the pattern of a customer’s transactions. Report any suspicious activity toAgilent’s Compliance Hotline.

Q

I work in accounting and recently noticed a number of invoices
generated by a coworker that were much higher than theamount billed. I need to report that, right?

A

Yes, this discrepancy could be connected to illegal activity.
Even if it’s not, the discrepancy should be immediately
addressed and corrected.

Accuracy in Recordkeeping
10.3

Records Management

Take Responsibility

The responsible creation, storage, maintenance and disposal of records is importantin helping us maintain financial integrity and meet our legal, tax and regulatory
requirements. Retain all company records as described in our Policy and General
Retention Schedule and store them in approved storage locations. Records
that have met their retention requirements and are not subject to a document
preservation requirement or legal hold should be properly destroyed.

• Make sure any entries you make in Agilent’s books and records areaccurate, honest and complete.

Q

I was cleaning out my file cabinet and found records from a
project we finished years ago. Can I throw them away?

• Comply with our policies as they relate to records management,
retention and destruction.

A

It depends. Before discarding, check the General Retention
Schedule to make sure the retention period has expired.

• Never knowingly facilitate money laundering—take steps toprevent inadvertent use of our resources for this purpose.
• Immediately report any unusual or suspicious transactions or
activities.

• Do not dispose of any information that is subject to a legal holduntil you are authorized by the Legal Department to do so.

If you receive notification that you possess records relevant to a lawsuit,
investigation or audit, follow the guidelines outlined in that notification. Do not
destroy, alter or conceal any documents (including computer files, emails and disks)that may be relevant to litigation or subject to a legal hold until you are authorized
to do so by the Legal Department.

39Equal Employment Opportunity
11.1 Anti-harassment, Anti-discrimination
11.2 Compliance with Labor Laws

11.1

Anti-discrimination, Anti-harassment
We prohibit unlawful harassment and discrimination on the basis of an individual’srace, ethnicity, creed, color, religion, ancestry, gender, gender identity or expression,national origin, citizenship, genetic information, sexual orientation, marital status,
pregnancy, childbirth or related medical condition, veteran status, age, disability, orother characteristics protected by law (collectively, “protected characteristics”).
This commitment is reflected in all of our employment practices, including decisions
about recruiting, hiring, training, promotions, pay and benefits. Employment
decisions are administered without regard to protected characteristics and instead
are based on Agilent’s legitimate business needs and an individual’s qualifications
as they relate to his or her job, subject to collective bargaining agreements, whereapplicable

Agilent Technologies is an Equal Employment Opportunity employer. These
are more than just words; they are an integral part of our core values. They
reflect the value emphasis the company places on diversity and inclusion
and the unique perspectives and contributions of every employee. Agilent
counts on each of us to support a workplace where everyone is treated with
dignity, courtesy and respect.

40

Q

I was recently passed over for a promotion for which I was highly
qualified. The person who got the job is a different race andyounger than me. Could that be discrimination?

A

Generally, there are multiple legitimate business factors that
go into making hiring and promotion decisions. Not all of thosefactors will be obvious to all applicants. If you feel you havebeen discriminated against in the promotion process, use theOpen Door process to raise your concerns. In the U.S., contact
a Management Support Consultant. Outside of the U.S., contact
your local HR manager so that your concerns may be investigated.

Equal Employment Opportunity
Agilent’s commitment to creating and maintaining a respectful workplace
extends beyond minimum legal requirements. As employees, we are expected
to treat everyone with whom we come into contact at Agilent with dignity,
respect and courtesy. For example, abusive language, demeaning words
or actions, aggressive acts and disorderly conduct as well as threats andintimidation, should be reported promptly whether they are directed at you or at
someone else.
Our harassment-free workplace policy extends to our suppliers, customers andanyone who does business with us and applies in both work-related settings
and work-sponsored activities.

Q

My manager often loses his temper and yells at all the people
on the team when we miss our project deadline. Is thatharassment?

A

Yelling certainly creates a negative work environment, but
it may not be considered harassment under the law. Even if
the behavior does not rise to the level of illegal harassment,
however, it will likely violate the Agilent Employee Harassment
Policy since your manager is failing to treat employees with
dignity, respect and courtesy. Share your concerns with yourManagement Support Consultant or business HR manager.

If you experience or witness any form of discrimination or harassment, report
it immediately.

11.2

Compliance with Labor Laws
Agilent’s core values and culture reflect a commitment to ethical business practices
and good corporate citizenship wherever we operate in the world. As a company,
we acknowledge and respect the fundamental principles contained in the Universal
Declaration of Human Rights, and our policies and practices reflect our commitment topromote human rights within the company’s sphere of influence.
We source components and assemblies for our products from suppliers in different
countries around the world, each with its own laws and regulations. We are committed
to respecting human rights throughout our global supply chain and do not knowingly
conduct business with any individual or company that participates in the exploitation ofchildren (including child labor), physical punishment, forced labor or human trafficking.
We expect that anyone who conducts business on our behalf will operate ethically,in compliance with the law and in a manner that is consistent with the SBC and ourpolicies. We periodically audit our suppliers to ensure compliance withthese expectations.

Take Responsibility• Treat others with respect and dignity.
• You are entitled to work in an environment free from intimidating,hostile or offensive behavior that is subject to legal protection. Not
every offensive or critical comment meets those requirements. If
you are uncomfortable, please report it immediately.
• Ensure that you conduct business in a manner that supports andrespects human rights and do not do business with those who don’t.
• Learn more:
Agilent Human Rights
Supplier Code of Conduct
41

A Safe Workplace
12.1 Preventing Accidents and Injuries
12.2 A Violence-free Workplace
12.3 Substance Abuse

12.1

Preventing Accidents and Injuries
Promote a safety culture at Agilent. Complete all training requirements to help
reduce the risk of occupational hazards in the workplace, and be familiar withthe locations of fire extinguishers, emergency exits and first aid kits. Know theprocedures for evacuating buildings in case of emergency and for reporting an
injury or illness. Also, be alert to and aware of what is going on around you, follow
all safety and security processes and speak up if you witness any safety hazards,
property damage or personal injuries.
We have security measures in place to promote safety and security and to control
access to our facilities. Comply with the policies and procedures in effect atyour facility, and if you see or suspect that someone has breached our security
measures, report it immediately.

As a company that values the safety and security of every employee, Agilent
is committed to keeping everyone in our workplace safe and free from injury
and illness on the job. There is an insistence on maintaining healthy working
conditions and strict safety practices. As employees, we take an active rolein ensuring our own safety and the safety of others by complying with all
workplace safety requirements.

42

Promote a safety culture at Agilent.

A Safe Workplace
12.2

12.3

We have zero-tolerance for actions that threaten or have the potential to threaten
the safety of our employees, customers, suppliers or others in our workplace. We
rely on you to report promptly any violent or potentially violent acts, including
behavior that:

Substance abuse can negatively affect job performance, create safety hazards
and put you, your coworkers and others at risk. We prohibit the unauthorized use,
possession, distribution, purchase or sale of drugs or alcohol while on company
property, company time or at company-sponsored events.

• Is verbally threatening or intimidating.

There may be instances where drinking alcoholic beverages while conducting
company business is permitted, but make sure you comply with all laws andcompany policies, exercise moderation and ensure your performance andjudgment are not impaired; never operate any machinery or vehicles when under
the influence of any (non-prescribed) drugs or alcohol or when your judgment isimpaired in any way.

A Violence-free Workplace• Suggests the destruction of company property.
• Threatens the use of firearms, bombs or weapons.
Subject to applicable local laws, weapons and other dangerous devices areprohibited at all times on Agilent property, including the parking lot and incompany-owned vehicles.
We promptly investigate all reported incidents, take appropriate disciplinary action
and support criminal prosecution in appropriate cases

Substance Abuse

If you have questions or concerns about our Substance Abuse Policy contact HR.

Take Responsibility• Promote a safe workplace—know and follow basic safety rules andreport any unsafe conditions.
• Speak up regarding any breaches of security at our facilities.
• Contact your manager or EHS representative if you are unsure
about the training requirements that apply to you or your position.
• Report any hate-related conduct or threats of workplace violence.
• Know and abide by our policies on weapons, drugs and alcohol in
the workplace.

43

Social and Environmental Responsibilities
13.1 Charitable and Political Activities
13.2 Environmental Compliance

13.1

Charitable Activities
We support and encourage your personal involvement in charitable activities
on a volunteer basis. In general, you must do so on your own time at your own
expense, making sure your service is lawful and consistent with our policies. With
management approval, all employees are eligible for six days of paid volunteer
time off per year. Unless you receive approval in advance, do not use or donate
Agilent funds or assets (including facilities, equipment or trademarks) for any
charitable endeavor.

Political Activities

We value our place in the global community and are committed to
conducting business in an ethical, socially responsible and environmentally
sustainable manner. Agilent’s Citizenship Objective is to be an economic,
intellectual and social asset to each nation and community in which we
operate. As employees, we actively participate in the company’s efforts tomake our world a better, healthier and more sustainable place to live.

44

We do not contribute or donate any funds or assets to any political party, politicalcommittees (including any “527 organizations” as defined in Section 527 of the
U.S. Internal Revenue Code) or candidates, whether federal, state or local or in any
jurisdiction we operate in, any ballot measures or any public communication that
expressly advocates the election or defeat of a political candidate. Employees may
participate in political activity only as private citizens, not as representatives of theCompany. Employees must not use company funds or attempt to be reimbursedwith the funds of the Company for any political donation or participation. For more
information, please refer to our Political Contributions Policy.

Social and Environmental Responsibilities
13.2

Environmental ComplianceQ

A friend of mine is running for political office. She asked if I
would endorse her at an upcoming rally after work hours. Is that aproblem?

ANo, just make sure that the endorsement is made on your behalf,
not Agilent’s.

We strive to conduct business in an environmentally responsible manner and arecommitted to compliance with all applicable environmental laws and regulations.
Comply with all laws, policies, permits and regulations as they relate to protecting
the environment, conserving energy and natural resources and reducing theenvironmental impact of our operations around the world.
You can make a difference every day:
• Reduce your consumption of water and energy

Q

An Agilent co-worker is participating in a fun run for a local
nonprofit and asked if I would sponsor him. Is that okay?

A

Yes, sponsoring your coworker using your own funds is no
problem. Sponsorship through Agilent funds or use of the Agilent
OneCard for this purpose would need to be approved in advance by
Corporate Relations.

• Recycle whenever possible• Limit printing to conserve paper• Report any actual or potential environmental hazard

Take Responsibility• Do not make any charitable or political contributions (directly or
indirectly) using company funds, property, time or other resources.
• If you become aware of a dangerous or hazardous environmental
condition, report the situation immediately.
• Learn more:
Environmental Policy

45Notes46

47

Resources
Legal Department
Compliancehelpline.legal-compliance@agilent.com
The Compliance Hotline
http://www.agilent.com/about/compliance/hotline.html

www.agilent.com
This information is subject to change
without notice.
© Agilent Technologies, Inc., 2024
Published in USA, April 16, 2024
Publication Number 5991-5754EN