SUPPLIERS CODE OF CONDUCT
CODE: GL-AP-05

VERSION: 01
EXPIRY DATE: 15-ENE-2023

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CLEVER LEAVES has built its reputation as a company that requires ethical businesspractices and highest standards of integrity in all its commercial transactions and operations.
CLEVER LEAVES’ sound reputation is grounded, not only on its own corporate conduct, butalso, on the conduct of persons with whom it does businesses. With that in mind, we will
only work with suppliers that share our values and commitment vis-à-vis ethical businesspractices.
The following standards apply to persons/companies that provide services or sell materials
or products (“Suppliers”) to CLEVER LEAVES1.

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

Suppliers are required to comply with every law, statute, regulation and ethical standard
applicable in the country of operation and in the Republic of Colombia, Canada or USA.
2.

NO BRIBERY, COMMISSION, UNLAWFUL PAYMENT AND OTHER CORRUPTPRACTICES PERMITTED

Suppliers are prohibited to directly or indirectly pay anything of value to any person, for thepurposes of:a. obtaining or retaining businesses or improperly influencing acts or decisions bygovernment officials, political parties, candidates to pubic office or officials ininternational public organizations;b. obtaining improper advantages; orc. exert unlawful influence over the actions of a person, customer, corporation orrepresentative of a company.
Suppliers should have in place accurate and transparent records reflecting actual
transactions and payments.
3.

GIFTS AND INVITATIONS

No gifts or invitations are needed to make businesses with CLEVER LEAVES.
The following situations are always inappropriate and expressly prohibited with respect toCLEVER LEAVES’ employees:
a. Offering gifts, making invitations or treating people differently, in view of influencing theadoption of objective decisions by any CLEVER LEAVES’ employee.
b. Offering gifts, making invitations or treating people preferentially while involved incurrent decision-making processes for procurement or purchase transactions (RFI,RFQ, RFP).
c. Offering money gifts, including “gift cards”.

SUPPLIERS CODE OF CONDUCT
CODE: GL-AP-05

VERSION: 01
EXPIRY DATE: 15-ENE-2023

Page 2 of 5d. Offering invitations to attend events where Suppliers shall not be present/represented(i.e., tickets for sport events or others).
e. Offering recreational activities, trips or flamboyant lodging when attending Suppliersponsored events.
Very occasionally, CLEVER LEAVES’ employees may accept presents, invitations or otheritems of business courtesy, provided that these be small and helps improving business
relations and, if they are able to respond with anything of similar value.
CLEVER LEAVES’ employees are not entitled to ask for presents from suppliers, including
presents in support of charitable causes.
Suppliers should not offer to any CLEVER LEAVES’ employees, opportunities forpurchasing products, services or financial interests under conditions not available to all ofthem.
4.

CONFLICTS OF INTEREST

A conflict of interest arises when personal concerns or activities influence, or seem toinfluence, the capacity to act for the benefit of CLEVER LEAVES.
The following are situations likely to trigger conflicts of interest:a. Holding a significant financial investment* in a company that competes, does
businesses or seeks doing businesses with CLEVER LEAVES. (*significant financialinvestments encompass voting control, ownership of over 1% of the outstanding
capital stock or investments above 5% of the investor’s total assets).
b. The provision of services similar to those directly competing with CLEVER LEAVES,
having access to confidential information of competitors.
c. Relatives (partners or close persons) working for CLEVER LEAVES, other CLEVERLEAVES’ customers or competitors.
d. Suppliers are required to report any such conflicts of interest, whether existent oralleged, before CLEVER LEAVES’ management. The Management shall submit thecase to CLEVER LEAVES’ Committee of Ethics and, if approved such approval must
be recorded.
5.

INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

Any Supplier in need of exchanging confidential information with CLEVER LEAVES must
previously enter into a confidentiality agreement.
The exchange of confidential information is limited to required information to satisfy
requisites on contractual performance.

SUPPLIERS CODE OF CONDUCT
CODE: GL-AP-05

VERSION: 01
EXPIRY DATE: 15-ENE-2023

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No Supplier may share intellectual property or confidential information proprietary of
CLEVER LEAVES, or any other information obtained in connection to CLEVER LEAVES’businesses (including information developed by Suppliers and relating to their products,
customers, suppliers, pricing, costs, know-how, strategies, programs, processes andpractices).
By contacting lineaetica@cleverleaves.com Suppliers are required to promptly report any
unauthorized disclosure of confidential information proprietary of CLEVER LEAVES,
whether voluntarily or not.

6. DATA PRIVACY
In processing personal data, Suppliers are required to comply with all and any laws andregulations applicable on the matter of data privacy.
By contacting lineaetica@cleverleaves.com Suppliers are required to promptly any
unauthorized use, disclosure or loss of personal data concerning CLEVER LEAVES.

7. FAIR COMPETITION AND ANTITRUSTSuppliers are required to comply with all and any laws and regulations applicable on faircompetition and antitrust.

8. GUIDELINES ON EMPLOYMENT PRACTICE
Suppliers are required to treat CLEVER LEAVES’ employees with dignity and respect.
Suppliers are required to comply with all and any laws and regulations applicable on thematter of employment, including statutes that ban discrimination at the workplace.
Suppliers are forbidden to hold, use or sell illegal drugs at CLEVER LEAVES’ premises;similarly, it is forbidden to perform tasks under the effects of alcohol or illegal drugs.
Suppliers are not entitled to produce or manufacture products or services (or embody
materials so produced or manufactured) in breach of laws on workers’ human rights,
including trafficking in persons and slavery.
Regular full-time employees should be at least 18 years of age.
CLEVER LEAVES restricts any form of intimidation or hostility and shall not tolerate anybehavior by Suppliers likely to harass, disrupt or interfere with other people’s work.

SUPPLIERS CODE OF CONDUCT
CODE: GL-AP-05

VERSION: 01
EXPIRY DATE: 15-ENE-2023

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9. ENVIRONMENT, HEALTH AND SAFETY
Suppliers are required to comply with all laws and regulations applicable on the matter ofenvironment, health and safety.
Suppliers working with CLEVER LEAVES or at CLEVER LEAVES’ premises should performtheir tasks in such a manner that guarantees their own safety and that of others and, in linewith legal and CLEVER LEAVES requisites applicable in connection to environment, healthand safety, including, without limitation, CLEVER LEAVES’ Rules on Health and Safety inthe Workplace
It is required to promptly report CLEVER LEAVES as to any environment, health or safetyemergency.
10. INTERACTIONS WITH THE MEDICAL COMMUNITY
When CLEVER LEAVES’ Suppliers interact with the medical community on behalf ofCLEVER LEAVES, they must comply with all and any applicable standards on businessethics in the pharmaceutical industry.
Any payment or benefit made or granted to a member of the medical community, on behalfof CLEVER LEAVES, should be in line with the legal requirements and the pharmaceuticalindustry code applicable in the country where the medical community member resides orpractices the medical profession.
No payment should ever be used as bribe, reward or inducement for selling or prescribing
purposes.
11. COMPLIANT AND ACCURATE BUSINESS RECORDS
All financial books and records of CLEVER LEAVES’ Suppliers should be consistent withthe generally accepted accounting principles.
Suppliers’ records must be accurate in all material respect.
Records should be legible, transparent and reflect actual transactions and payments, andfurthermore, should not be concealing nor permit false or missing entries.

12. USE OF MOBILE DEVICES, ELECTRONIC MEDIA, INTERNET AND E-MAIL
In the event where Suppliers have access to CLEVER LEAVES’ electronic media (i.e.,Intranet, e-mail, voice mail or the like) they shall be bound to:a. Protect CLEVER LEAVES’ confidential information and electronic media;
b. Codify or protect data by means of passwords;

SUPPLIERS CODE OF CONDUCT
CODE: GL-AP-05

VERSION: 01
EXPIRY DATE: 15-ENE-2023

Page 5 of 5c. Rely on mobile devices, kept in hand or under lock, while travelling;d. Comply with every domestic law on data protection;e. Use any such tools solely for CLEVER LEAVES’ business affairs and never for thefollowing purposes:
I. Download, view or forward, deliberately, any material of discriminatory,
harassing, threatening, sexual, pornographic, racist, sexist or defamatory natureor otherwise offensive. Electronic means must be essentially used for businesspurposes.
II. Disclose protected data (personal information or trade secrets) in such a mannerthat recognizes information confidentiality, as well as the possibility of accessing
the same with no authorization and in furtherance of domestic laws on dataprotection. Suppliers shall be responsible for holding secrecy of all and any
CLEVER LEAVES provided passwords.
f.

Be aware that some documents, software, e-mails and other websites may introduce
harmful computer viruses into CLEVER LEAVES’ network.
g. Not to severe, decompile, execute/open or install, deliberately, any files or software
on CLEVER LEAVES’ systems nor open attached files containing harmful computerviruses.
h. Not to download or disclose any Internet material, unless the relevant copyrightowner has so consented.
i. Comply with every deadline and method for retaining and deleting CLEVERLEAVES’ data stored in electronic means.
13. INFORMATION AND NOTIFICATION
CLEVER LEAVES requires that all Suppliers promptly notify any breach to this Code ofConduct or any illegal or criminal activity concerning our business.
Failure to comply with CLEVER LEAVES’ Supplier Code of Conduct may be grounds toterminate any relationship with Suppliers, depending on the seriousness of the breach andthe surrounding circumstances.
If required to procure information or counseling regarding the standards hereunder or, if
willing to report a potential breach, please contact us by clicking www.cleverleaves.com or
writing to lineaetica@cleverleaves.com