CODE OF CONDUCTFOR PARTNERS

Dell Technologies: Code of Conduct for Partners

1TABLE OF CONTENTS
03 APPLICABILITY AND SCOPE
04 DELL’S VALUES AND EXPECTATIONS
05 IMPLEMENTATION OF CODE
Ensuring Partner Suitability

07 COMPLIANCE WITH LAWS, REGULATIONS, AND BUSINESS PRACTICES
Comply with Anti-Corruption Laws

Uphold Human Rights, Labor Laws, and Labor Practices

Provide Gifts & Hospitality Responsibly

Follow Privacy and Data Protection Laws

Uphold Financial Integrity and Accurate Record Keeping
Comply with Anti-Trust and Competition Laws
Comply with Trade Compliance Laws and Regulations

Know your Contract with Dell Technologies

Observe Sustainable Business Practices

14

REPORTING SUSPECTED VIOLATIONS

16

RESOURCES

Dell Technologies: Code of Conduct for Partners

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Applicability & Scope
Dell Technologies is committed to responsible businesspractices and to high standards of ethical behavior.
This includes holding our partners to high standards
international standards and conventions, and global bestpractices. All Partners are expected to mirror Dell’shigh ethical standards in how you run your business,
how you go to market and how you treat others. You areexpected to maintain a culture that embraces diversity,
at the highest level of integrity and accountability.

Dell Technologies: Code of Conduct for Partners

3Dell’s Values
and Expectations
Complying with the Dell Technologies Partner Code ofConduct (“Code”) is a condition of doing business withDell. Failure to do so could subject both Dell Technologies
and you to civil and criminal penalties, jeopardize yourrelationship with Dell Technologies and potentially subject
you to legal actions by Dell Technologies.
This Code is applicable to Dell Technologies’ partners,
including its distributors and resellers and their permanentand temporary employees, independent contractors,suppliers, agents and downstream partners(collectively, “Partners” or “you”).

Dell Technologies: Code of Conduct for Partners

4Implementationof CodeDell Technologies: Code of Conduct for Partners

5Implementation of Codeincorporate the requirements contained in this Code and the laws and regulations applicable to your business.
It is your responsibility to ensure that your permanent and temporary employees, independent contractors,suppliers, agents and downstream partners and others as appropriate are aware of and agree to conduct
Dell Technologies business in accordance with applicable laws, regulations and this Code.

Ensuring Partner Suitability
Dell Technologies conducts appropriate risk-based due diligenceon all Partners during the initiation of the relationship, as well as
throughout the term of our relationship. Partners must comply
with Dell Technologies’ due diligence procedures and provide
complete, accurate, and timely information where requested toIn addition, Partners must complete all assigned training,relevant laws and this Code, and perform any other requested
mitigation activities, in a form, manner and timeframe acceptable
to Dell Technologies.

To the extent you are or become aware of any ongoing or
past investigation, inquiry or enforcement proceeding by any
governmental, administrative, or regulatory body regarding any
trade violations, anti-trust, or other business misconduct orviolation of laws, you agree to immediately notify Dell.
Partners agree to provide reasonable assistance toDell Technologies and its authorized representatives for purposesof ensuring your compliance with the Code, applicable laws, or to
support an inquiry or investigation of a suspected violation of law.

Dell Technologies: Code of Conduct for Partners6

Compliance withLaws Regulations& Business Practices

Dell Technologies: Code of Conduct for Partners

7Compliance with Laws
Regulations & Business Practices

Comply with Anti-Corruption Laws
Dell Technologies does not tolerate bribes, kickbacks or extortion of
any kind. Business decisions involving Dell Technologies shall always be
made based on the merits of Dell Technologies products and services.
Partners must comply with all relevant anti-bribery, anti-kickback, andanti-corruption laws, including the U.S. Foreign Corrupt Practices Act,purchase, market, sell, distribute, or deliver Dell Technologies products orservices (“Anti-Corruption Laws”).
directly or through a third party, for any reason. A bribe can be anythingof value, including cash payments, gifts, travel or lodging expenses,
charitable donations, event sponsorships, meals, entertainment, or job
or reward a decision or act of the recipient to promote the businessinterests of Dell Technologies.
Partners must maintain and enforce reasonably adequate policies,
procedures, and internal controls to ensure compliance with theAnti-Corruption Laws, and Partners agree to fully cooperate with

Partners must conduct appropriate risk-based due diligence on any
third party that Partners may contract, oversee, manage, transact with,direct or otherwise engage in the context of Dell Technologies business,and to utilize such third parties only when necessary. Do not work withany individual or entity that engages in, or is suspected of engaging in,bribes, kickbacks, fraud, or other improper activities.

Provide Gifts & Hospitality ResponsiblyPartners must comply with Anti-Corruption Laws in addition to local
laws, rules, and regulations. Such expenditures provided by Partnersthrough use of Marketing Development Funds (“MDF”) must also
comply with Dell Technologies MDF terms and conditions as provided
to the Partner. Note that use of MDF for government customer
event passes must be accompanied by proper disclosure.
circumstances that create the appearance of impropriety.
100 USD or lavish hospitality to Dell Technologies team members.

Dell Technologies: Code of Conduct for Partners

8Compliance with Laws
Regulations & Business Practices

Uphold Financial Integrity
and Accurate Record KeepingPartners must maintain, and provide upon request, proper, accurate, andto any transactions or expenditures relevant to any Dell Technologies
business. Partners are prohibited from “parking funds”, creating “slushfunds,” or engaging in similar improper or false accounting practices.

Comply with Anti-Trust and Competition Laws
Dell Technologies is committed to observing the applicable antitrust
or competition laws (“Competition Laws”) of all countries in which it
conducts business and expects you to share that commitment. The
Competition Laws prohibit actions which are deemed to unreasonably

The Competition Laws prohibit the following, andtherefore, Partners must never:• Unlawfully fix, adjust, or control prices;• Structure or orchestrate bids to directbusiness to a certain competitor;• Boycott suppliers or customers;• Divide or allocate markets or customers amongst
suppliers or other competitors;• Engage in bid-rigging, bid rotation or other collusion;• Limit the product or sale of products or productlines;• Engage in any discussions or activities that
unfairly restrain competition; or• Force a customer to buy only Dell Technologies
products or less popular Dell Technologies products.
(if they want to buy more popular products).

Dell Technologies: Code of Conduct for Partners

9Compliance with Laws
Regulations & Business Practices
Comply with Trade Compliance Laws and Regulations
laws and regulations throughout the world. You must do the same when selling Dell Technologies’ products, software, technology, and services. Violation

Dell Technologies presumes that all of its products, software, technology and services are subject to U.S. export control requirements,in addition to any other applicable countries’ requirements. In compliance with such requirements, you are expected to:• Understand and comply with U.S. export laws, regulations andsanctions and any other applicable laws and regulations where you
do business;• Spot red flags related to the place, purpose, product and people
involved in the transaction (see the Red Flags Job Aid for ChannelPartners linked below);• Know your customer and the end user and ensure those parties are
not on a restricted party list (including, but not limited to, the U.S.
Office of Foreign Assets Controls (“OFAC”) list of Specifically
Designated Nationals and Blocked Persons, the U.S. Bureau ofIndustry and Security (“BIS”) Entity List and any other list ofprohibited, sanctioned, debarred or denied parties). The U.S.
sanctions programs vary in scope and may change. The current list
includes comprehensive programs for Cuba, Iran, Syria, NorthKorea, Crimea Region of the Ukraine and Sudan. Note: a prohibited• Obtain any licenses or other government authorizations that may berequired with respect to the use, transfer, import, export, orre-export of Dell Technologies products, software, technology,or services;

country’s embassy or consulate, regardless of its location (e.g. the Iranianconsulate in Brazil), is considered to be a part of the prohibited country;
Boycott suppliers or customers;• Have policies and controls in place to comply with applicable export
control laws and regulations (including screening customers against
restricted party lists, as applicable); and• Not cooperate with any restrictive trade practice or boycott that isprohibited or penalized under U.S. or applicable local laws.

Dell Technologies: Code of Conduct for Partners

10Compliance with Laws
Regulations & Business Practices

Observe Sustainable Business Practices
You are required to conduct your business in ways that areenvironmentally responsible and in compliance with all applicable
environmental laws and regulations.

Uphold Human Rights, Labor Laws,and Labor Practices
You are required to uphold the basic human rights ofindividuals and workers within your company and yoursupply chain. This means you must comply with:• Health and Safety Regulations;

You must never use forced, debt-bonded, indentured, or child labor.
The term “child” refers to any person employed under (a) the minimum
age for employment under the applicable law, or (b) the age of 14,
whichever is greatest. The use of legitimate workplace apprenticeshipprograms, which comply with all laws and regulations, is supported.
You must also never discriminate on the basis of race, color, religion, creed,gender (including pregnancy), sexual orientation, marital status, gender
identity or expression, national origin and ancestry, genetics, citizenshipstatus when otherwise legally able to work, age, disability (including HIV),veteran status, or any other characteristic protected by applicable law.
You are also expected to take all reasonable steps to ensure that you are
not selling Dell Technologies products, software technology or services
to anyone who intends to misuse those products to violate the basic
human rights of others.

• Laws upholding the rights of persons with disabilities;• Domestic and international labor laws;• Fair labor practices; and•Dell Technologies: Code of Conduct for Partners

11Compliance with Laws
Regulations & Business Practices

Follow Privacy and Data Protection Laws
Dell Technologies expects that its Partners understand, track, andcomply with all laws and regulations related to privacy and dataprotection that are relevant to their actions as a Dell Technologies
Partner. Among other things, this means that you should access,collect, use, share, transfer or store the personal information oflegitimate business purposes, and only collect personal informationof others with appropriate notices of the purposes for which that
personal information will be used. You must meet the limitation of use
requirements set forth in your Partner agreement for any personal data
you receive from Dell Technologies. As also required in your Partneragreement, Dell Technologies expects you to implement appropriate
safeguards to ensure the protection, integrity, and security of personal
information in accordance with applicable data privacy laws. This
includes holding accountable your subcontractors that handle
personal data to at least the same requirements imposed upon you.
Dell Technologies also expects you to notify Dell Technologies promptly
according to the terms of your channel partner agreement should asuspected or actual breach of data security occur with respect topersonal data you have received from Dell Technologies or collected

Dell Technologies competes fairly, and it expects you to do thesame. You may use any publicly available information about
Dell Technologies competitors or other companies, but you may not
information of another third party in connection with your work withor for Dell Technologies. Any taking, downloading or other prohibited
proprietary constitutes theft of Dell Technologies property and may bedeemed to be a misappropriation of Dell Technologies trade secrets. This
includes, but is not limited to, source code, software, hardware, and otherinventions or developments (regardless of the stage of development)
developed or licensed by or for Dell Technologies, marketing and sales
plans, competitive analyses, product development plans, non-public
or forecasts, internal business processes and practices, and prospects,
customers, and employee information.
Additionally, you must take steps to prevent the disclosure of DellTechnologies confidential or proprietary information that you areauthorized to use. Do not transfer, publish, use, or disclose that
information other than as necessary in the ordinary course ofbusiness or as directed or authorized in writing by Dell Technologies.
Inform Dell Technologies of any improper attempts by outsiders toobtain Dell Technologies confidential or proprietary information.
Dell Technologies: Code of Conduct for Partners

12Compliance with Laws
Regulations & Business Practices

Any circumstance in which your ability to act objectively isDell Technologies wishes to maintain a partnership free ofbetween our companies or any of our employees, you report all
but are not limited to, close personal or family relationships or thegiving or receiving of lavish business courtesies.

Know Your Contract with Dell Technologies
Your contract is the only approved vehicle for Dell Technologies and you
to express the terms and conditions that will apply to this relationship.
It’s important that everyone at your company, who is working on theDell Technologies account, be aware of the contents of your contract,
including limitations of use set forth in the contract regarding any personal
data you receive from Dell Technologies.
A side letter is a term used to describe a non-contractual understandingthat was not properly approved or executed. Side agreements, whether
oral or written, are prohibited. Dell Technologies will not honor and is not
obligated by side letters that have not been properly authorized.

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Reporting Suspected
Violations

Dell Technologies: Code of Conduct for Partners

14

Reporting Suspected Violations

If you know or suspect of a violation of applicable laws
or regulations or this Code, you are encouraged to reportas follows:
Contact Dell’s Global Ethics and Compliance Office atwww.dell-ethicsline.com
atethics@dell.com• Contact the Audit Committee of the Dell Board of Directors
Directorsat Board
Board_of_Directors@dell.com
atof Directors@dell.com
For matters
involving
personalat
information,
contact• Contact
Dell’sEthics Helplinewww.dell-ethicsline.com
Dell’s Privacy team at Privacy@dell.com• For matters involving personal information, contact
For partner
escalations,visit the Dell Technologies Partner
Dell’sPrivacy
team at Privacy@dell.com
Portal and click on Partner Support.
• For partner escalations, visit the Dell Technologies Partner
Portal and click on Partner Support.

allowed under applicable laws. Such reports may be made anonymously,
where local law permits, by using any of the methods set forth above.
Although reports of violations or suspected violations under this Codemay be made verbally, you are encouraged to make any such reports inwriting, which assists the investigation process.
Dell Technologies will not retaliate against anyone who provides
information or otherwise assists in an investigation or proceedingregarding any conduct the person reasonably believes constitutes aviolation of applicable laws or regulations or this Code.
Partners are expected, consistent with applicable laws and contractual
obligations, to provide reasonable assistance to any investigation byDell Technologies of a violation of this Code or applicable laws and allow
Dell Technologies reasonable access to all facilities, records anddocumentation concerning their compliance with this Code and laws
applicable to their sale and distribution of Dell Technologies products
and services.

Dell Technologies: Code of Conduct for Partners

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Resources

Dell Technologies: Code of Conduct for Partners

16Resources

Training is available to all Partners who are interested in further understanding the requirements set
forth in this Code. For select Partners, completion of Dell Technologies assigned training is mandatory
and a condition of your program eligibility. In addition, you are expected to conduct periodic training ofyour permanent and temporary employees, independent contractors, suppliers, agents and downstream
partners and others, as appropriate.
Dell Technologies has made available the following resources to further assist you.
Compliance Expectations Framework Overview: Summarizes the principles contained in this Code.
Compliance Audit Documentation: Provides examples of what Dell Technologies may expect during a Partner audit.
Due Diligence Aid for Distributors: Guides the design and deployment of a third party due diligence program.
Partners: Provides guidance of spotting red flags and the “4Ps” (Place, Purpose, Product and People)
Red Flags Job Aid for Channel Partners
which are the key factors in knowing your customer and complying with applicable export laws and controls.

Anti-Bribery and Corruption Program: Frequently Asked Questions
Trade Compliance Program: Frequently Asked Questions

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