CODE OF CONDUCTVERSION 1.0

OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESTABLE OF CONTENTSA MESSAGE FROM SANJAY

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OUR CODE4Our Code and RADIO Values Guide Our Purpose-Driven Culture4

Our Code Applies to All Cohesians

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Training

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Violations

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Waivers

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Doing the Right Thing

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If Something Doesn’t Seem Right, Say Something

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What Happens if a Concern is Raised?

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Retaliation is Never Tolerated

9People Leaders Have Additional Responsibilities

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OUR PEOPLE

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Treating Each Other with Fairness and Respect

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An Environment Where Everyone Can Thrive

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No Discrimination

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No Harassment

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Insider Trading

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Communicating Externally

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OUR RELATIONSHIPS

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Protecting Privacy and Personal Data

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Competing with Integrity

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Advertising and Marketing Standards

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Sales Practices

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Quarterly Field Certifications

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Giving and Receiving Gifts and Entertainment

23Interacting with Public Sector and U.S. Government Officials and Personnel

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Business Courtesies, Gifts, and Entertainment

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Mandatory Disclosures

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Organizational Conflict of Interest (OCI)

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Lobbying and Political Participation

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Preventing Bribery, Corruption, and Money Laundering

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Anti-Bribery and Anti-Corruption

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Anti-Money Laundering

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Complying with Export Control Laws

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Providing a Safe and Healthy Working Environment

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OUR COMMUNITIES28

OUR COMPANY

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Living Our Environmental, Social, and Governance (ESG) Commitments

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Managing Conflicts of Interest

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Preventing Theft and Fraud

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Creating and Maintaining Accurate Business and Financial Records

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Safeguarding Assets and Confidential Information

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Company Assets

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Confidential Information

18Intellectual Property

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Diversity, Equity, and Inclusion

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Caring for Our Communities

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Charitable Contributions

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Environmental Laws

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Our Supply Chain

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Human Rights, Labor Standards, and Fair Labor Practices

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OUR RESOURCES

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2OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESMESSAGE FROM SANJAY
Cohesians,
Our creativity, vision, and ingenuity drive our innovations and customer adoption every day.
As our global footprint expands, we’re boldly innovating to offer vital features and solutions tosimplify how organizations manage data and enable them to unlock limitless business value.
One thing is constant throughout our innovation, growth, and daily pressures: Cohesians
do the right thing to deliver results. In everything we do, we stand firm in our belief that nobusiness result is ever worth compromising our commitment to integrity.
So how do we do the right thing? Our RADIO values and our Code of Conduct guide our
day-to-day decision making to make the right choices for Cohesity. We are EACH responsible
for living our RADIO values, following our Code, strengthening our culture, and supporting
our fellow Cohesians along the way.
Of course, our Code can’t answer every question or anticipate every situation. If we havequestions or concerns or see something that isn’t right, we do the right thing by saying
something, asking questions, or respectfully challenging decisions. That is how we get aheadof issues and drive continuous improvement and success for Cohesity and our customers.
I expect every Cohesian to read, understand, and follow our Code. Even if you’re notcertain, tell us when something doesn’t seem right and ask questions if you’re not sure.
Together, we can address and fix issues and let you know that action has been taken.
As always, I thank you for your ongoing commitment to doing the right thing.
Your commitment to our RADIO values and our Code helps grow and protect Cohesity’s
proven success as a strong, resilient, and dynamic company.
Sincerely,

Sanjay Poonen
Chief Executive Officer and President

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESOUR CODEOur Code and RADIO values guide our purpose-driven culture
Our Code of Conduct (“Code”) guides our business practices and professional behaviors. It helps us do the rightthing for Cohesity by putting our RADIO values into action. Our Code must always be referenced in conjunction
with our RADIO values and our Cohesity policies. Cohesity policies are available in Policy Central.

Respect
We treat everyone with dignity, compassion, and fairness.

Positive Attitude
We embrace change and tackle resistance with energy and enthusiasm.

Deliver
We focus on outcomes not activity. And we expect the incredible from our teams.

Integrity
We have an unwavering commitment to doing the right thing even when no one is looking.

Customer Obsession
We put our customers at the center of everything we do.

4OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Our Code Applies To All Cohesians
Our Code applies to Cohesity, Inc., and its subsidiaries and affiliates
worldwide (collectively, “Cohesity”) and all Cohesity personnel,
including employees, officers, directors, contract workers, andconsultants (for ease of reference, hereinafter “Cohesians”). Our
Code does not address every issue that may arise but sets out
basic principles to act as a compass in guiding our decisions. All
Cohesians must follow the Code and seek to act with the utmost
integrity, avoiding even the appearance of improper behavior.
We all need to show our commitment to act with integrity byacknowledging that we have read, understand, and agree to abideby the letter and spirit of our Code. Cohesians are required to do
this upon hire and to renew this commitment regularly. Cohesians
with specific roles and responsibilities may also be required tocomplete additional certifications, disclosures, and training.
With personnel and customers throughout the world, we arecommitted to understanding and obeying the laws and regulationsin the countries where we conduct business. Sometimes, local law
or policy may be less or more restrictive than our Code and policies.
In the event of such a deviation, Cohesians must always follow thestricter rules in these instances. For situations involving a conflict,contact Cohesity’s Compliance & Ethics Team or the Legal Team.

Training
It is your responsibility to complete all training that Cohesity makes
available to you related to this Code of Conduct. Training is not
optional.

Violations
Violations of our Code—including failure to complete required
certifications, disclosures, or training—may result in disciplinary
action up to and including termination of employment.
Nonemployee personnel may be subject to termination of theircontract or business relationship with Cohesity for violating our
Code or other applicable policies.

Waivers
Requests for waivers of the Code must be submitted in writing to
the Chief Compliance Officer for appropriate review and decision.
Any waiver of the Code for directors or the following executive
officers may only be granted by our Board: CEO, CFO, CAO, CRO,
CCO, or General Counsel. Any such waiver of the Code for directors
or these executive officers and the reasons for such waiver will be
disclosed as required by law.

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Doing the Right Thing
We build trust together through our individual actions and daily
decisions. Our day-to-day choices shape our reputation and define
who we are as Cohesians.
Sometimes, it can be tough to know how to do the right thing. The
best course of action may not always be obvious, and our Code can’t
address every situation you might face.
The good news is that there are many resources available to support
you. When in doubt, ask for guidance. Your manager, the People
Team, Legal Team, Compliance & Ethics Team, and our Ethics
HelpLine are always available.
When navigating a decision, keep the following in mind:• Use good judgment and common sense. If something seems
unethical or improper, there is a good chance your intuition isright.
• Avoid even the appearance of improper behavior or conduct that
could be perceived as unethical. We don’t ever want a third party(such as a customer, investor, or regulator) to perceive behavior
that could be regarded as improper.

Unsure about a situation?
Ask yourself:• Is this legal?
• Is this in line with our Code and policies?
• Is this consistent with our RADIO values?
• Would this reflect well on Cohesity?
• Would I be proud of this action if it were made public?
If the answer is “no” or you are not sure, please seek
guidance before taking action.

At Cohesity, we are focused on delivering results,
exceeding customer expectations, and doing it in a
predictable and reliable way. We respect one anotherand do the right thing by acting with integrity.

• If you see or hear something that doesn’t seem right, speak up. We
each have a duty to promptly raise concerns about any activity that
may violate our Code—this is how we protect each other and ourcompany.

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

If Something Doesn’t Seem Right, Say Something
Raising concerns and asking questions is critical to our continued
success. If you know about or suspect a violation of our Code,company policy or procedure, or some illegal or unethical conduct, wewant to hear about it as soon as possible so that we can correct thesituation and prevent it from continuing. We all share a responsibility
for strengthening Cohesity’s culture every day. By transparently asking
questions and raising concerns, you help us continuously improve ourculture, business, and workplace.
If you have questions or concerns, you should always feel free
to discuss them directly with your manager or another manager.
Additionally, Cohesity has many resources available to provide help
and guidance — you can choose the option that is most comfortablefor you. The People Team, Legal Team, and Compliance & Ethics
Team are always available to you for support and advice.
Additionally, Cohesity offers an Ethics HelpLine available atwww.cohesity.ethicspoint.com for seeking guidance and raising
ethics and compliance concerns. All communications to the Ethics
HelpLine are fielded by an independent third party who forwards
details to Cohesity’s Compliance & Ethics Team. You may contact the
Ethics HelpLine online or by telephone. Global phone numbers arelisted at www.cohesity.ethicspoint.com.

anonymous unless prohibited by local law. Please be mindful that it
may be difficult or even impossible for anonymous concerns to bethoroughly investigated. Reporters are, therefore, encouraged toprovide their contact information when raising concerns. Whenevergood-faith concerns are raised, confidentiality is respected to thefullest extent possible, and retaliation is strictly prohibited.
In addition to the many internal resources available for raisingconcerns or seeking guidance, nothing in this Code prevents you
from reporting potential violations of the law to relevant government
authorities.

The People Team, Legal Team, and theCompliance & Ethics Team are always
available to you for support and advice.

When utilizing the Ethics HelpLine, you have the option to remain

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

What Happens if a Concern Is Raised?
If you raise a good-faith concern, you can expect an objective,
consistent, and trustworthy process in which you are treated with
dignity and respect. Your concern will be taken seriously, and you
will not be ignored. While your concern is being reviewed, you can
expect that:• Information will only be shared with those who need to know
in order to thoroughly review the concern and take appropriate
action.
• The investigator will stay in contact with you throughout theprocess. You will be provided with their contact information so
you can provide additional information or receive updates. If
you have utilized the Ethics HelpLine and have chosen to remain
anonymous, please be sure to follow the instructions to receive
updates.
• The investigator will collect and evaluate the facts by reviewing
relevant data or documents and by conducting interviews asnecessary.

All Cohesians are required to cooperate fully in any Cohesity
investigation and are asked to protect the integrity of theinvestigation, witnesses, and relevant evidence by maintaining
confidentiality throughout the investigation. During an investigation,
you are expected to answer all questions completely and honestly.
It is a violation of our Code to knowingly make a false accusation,
lie to an investigator, destroy evidence, or interfere with or refuse tocooperate with an investigation.

Honest reporting does not mean that you must be
right or have all the facts; it means that you musthave a good faith belief that the information you
provide is accurate.

• As appropriate, the investigator will determine root cause(s) todevelop corrective actions to prevent recurrence.
• If warranted, the need for discipline will be evaluated impartially,
and individuals will be held accountable for their actions on an
objective and reasonable basis.
• When the investigation is completed, you will be informed of
the case closure. Discipline details may not be shared in order toprotect the confidentiality and rights of those involved.

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Retaliation Is Never Tolerated
Cohesity has a strict nonretaliation policy. Any retaliation
against someone who raises a good-faith concern or
participates in an investigation is grounds for discipline
up to and including termination. This means that adverse
employment actions cannot be taken against someone
because they raised a concern in good faith or participated in
an investigation.
Retaliation can include any negative job action, suchas demotion, discipline, firing, salary reduction, or job
reassignment without your consent. It can also include othernegative employment actions, such as being denied a raiseor transfer to a more desirable position or missing out on
training or mentoring opportunities.
If you experience retaliation for raising a concern or forparticipating in an investigation, report it immediately.
Additionally, if you believe another Cohesian may be
experiencing retaliation, promptly raise this concern.

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People Leaders Have Additional Responsibilities
While all Cohesians are expected to follow our Code, act with integrity, and build trust, Cohesity people leaders and managers
have additional responsibilities. If you lead or supervise others, you are also expected to lead with integrity by:
1. Modeling behaviors and decisions consistent with our
Code and RADIO values.
• Reach out for guidance and support if you’re not sure
how to handle a situation; the Compliance & Ethics
Team, Legal Team, People Team, or our Ethics HelpLine
are always available to assist you.
2. Regularly communicating the importance of following
our Code in all of our business practices.
• Hold your team accountable to behave in a manner thatis legal and aligned with our Code.
• Connect your team with any of our internal resources
when they need guidance or have concerns.
3. Being aware of and understanding risks.
• Make sure your team is familiar with our Code, ourpolicies, and any legal requirements relevant to theirjobs.
• Complete assigned certifications, disclosures, or training
in a timely fashion and hold your team accountable fordoing the same.

4. Encouraging your team to ask questions or raise
concerns and supporting them when they do.
• Be available to your team for both good and bad news.
• Respond to questions and concerns with courtesy andrespect to help your team feel comfortable speaking up.
5. Promptly escalating issues so that they can beappropriately addressed.
• If you see or hear of suspected misconduct or a violationof our Code, policy, or applicable law, promptly contact
the Compliance & Ethics Team, Legal Team, People
Team, or our Ethics HelpLine.
• Do not conduct your own investigation; be sure you
and your team cooperate fully with any Cohesity
investigation to ensure we maintain the integrity of theinvestigative process.
6. Recognize, prevent, and report retaliation.
• Do not participate in or tolerate retaliatory behavior;
immediately report any suspected acts of retaliation or
retribution.

• Discuss risks and promote risk identification toproactively protect our business and drive results.

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESOUR PEOPLE
Treating Each Other
with Fairness and Respect
We live our value of respect by treating everyone
with dignity and compassion and without bias.

An Environment Where Everyone Can Thrive
We are committed to equal opportunity and to fostering
diversity, equity, inclusion, and belonging (DEIB). We areintentional about building a more diverse, equitable, andinclusive community within Cohesity, where everyone canthrive. This means a culture where everyone has a voice,can be their unique selves, and feels a sense of belonging.
We believe that, when diversity, equity, and inclusion are
sewn into the fabric of our business and talent practices,
we grow our collective creativity, innovation, and personalenrichment. Everyone’s unique background, identity, andexperiences are valued and appreciated. The diverse natureof Cohesians all around the world is one of our greatest
strengths. Additionally, fostering and promoting DEIB
is a key component of our environmental, social,and governance (ESG) commitments. For more
information, see the Code section “Living Our
Environmental, Social, and Governance(ESG) Commitments.”

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

No Discrimination

No Harassment

Our policies and practices require that there be no discrimination
because of any legally protected status. We hire and promote basedon qualifications, skills, and achievements. We expect our business
partners to behave consistently with our equal-opportunity standards
and to comply with all applicable labor and employment laws.

We strive to provide a work environment free of harassment based
upon race, color, sex, gender, religion, age, national origin orancestry, physical or mental disability, genetic information, medical
condition, marital status, pregnancy, gender identity or expression,sexual orientation, or any other legally protected status. While antiharassment concepts and standards are to be consistently applied
throughout Cohesity, in countries where legal requirements differ, referto the local relevant policy.

• Make employment decisions based on job qualifications and merit.
• Do not discriminate based on any legally protected status.
• Foster an atmosphere of open and candid communication inwhich different ideas, perspectives, and beliefs are respected andencouraged.
Related Resources:• Equal Employment Opportunity Policy (U.S.)• Prohibition of Harassment, Discrimination, and Retaliation(see Employee Handbook)

Cohesity does not tolerate harassment of any kind in relation to any
legally protected category. Examples of prohibited conduct include::• Verbal conduct, such as epithets or derogatory jokes or comments.
• Visual conduct, such as derogatory or sexually oriented pictures,photographs, cartoons, drawings, screen savers, or sexual gestures.
• Physical conduct, such as assault, unwanted touching, patting,grabbing, pinching, brushing against another’s body, leering, or
blocking normal movement or interfering with work.
• Unwanted sexual advances, threats, and demands to submit tosexual requests as a condition of employment or to avoid some otherloss of employment benefits or offers of employment benefits inreturn for sexual favors.

Cohesity does not tolerate harassment of any kindin relation to any legally protected category.

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Providing a Safe and Healthy Working Environment
We are committed to providing all Cohesians with a safe and healthy
work environment. You are responsible for helping to maintain asafe and healthy work environment for all employees by following
safety and health rules and reporting accidents; injuries; and unsafe
equipment, practices, or conditions. Violence and threatening
behavior are not tolerated. When you conduct activities on behalf ofCohesity, you should be in condition to perform your job duties, freefrom the influence of illegal drugs or alcohol.
• Take personal responsibility for knowing and following thesafety-related policies and procedures applicable to your roleand location.
• Follow all facility entry and exit procedures.
• Do not conduct work activities while impaired by drugs or
alcohol; understand that the possession or use of illegal drugs
or unauthorized consumption of alcohol are not tolerated in
the workplace.
• Do not participate in any conduct that could be perceived as
violent, threatening, or physically intimidating.
• Speak up immediately if you see unsafe behavior or hazardous
conditions or witness any violent or threatening behavior.
Related Resources:• Facilities policies and procedures

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESOUR COMPANYManaging Conflicts of Interest
We are expected to always act in Cohesity’s best interest. Sometimes aconflict of interest may arise when personal activities or relationships
influence or appear to influence your ability to act in Cohesity’s bestinterest.
Potential conflicts of interest are not uncommon or necessarily
prohibited so long as they are properly disclosed and appropriately
managed. The most important thing is to recognize and disclosepotential conflicts of interest so that the situation can be appropriately
managed to protect both you and Cohesity.
Actual conflicts of interest are prohibited unless the conflict is fully
disclosed and an exception is approved in accordance with our
Conflicts of Interest Policy.

Be aware of how your conduct may be perceived and proactively
avoid any appearance of impropriety. Identify any potential conflicts,
disclose them promptly, and cooperate fully to resolve or manage any
issues. When in doubt about whether a situation should be disclosed,
it’s simply best to disclose. Cohesians are expected to update their
Conflicts of Interest disclosures annually or sooner if circumstanceschange. Consult our Conflicts of Interest Policy for specificrequirements and details regarding the disclosure process.

Related Resources:• Conflicts of Interest Policy

Some of the most common examples of potential and actual conflicts
include:• Outside employment, investments, and business interests.
• Participation in standards organizations without appropriate
permissions.
• Contributing to open-source projects or releasing code under an
open-source license without appropriate permissions.
• Technical advisory or board of directorship opportunities.
• Family or other personal relationships with Cohesians.
• Conducting Cohesity business with family or other related
individuals.
• Developing intellectual property or pursuing inventions related toCohesity’s foreseeable business outside of work.

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Preventing Theft and Fraud
We do not tolerate theft or fraud. Theft is taking something that doesn’t
belong to you without permission. It can include physically taking
something, such as money or property, or it can be done through othermeans, such as forgery, embezzlement, or fraud. Fraud is a type oftheft by deception. An example of fraud is making someone believe
something that isn’t true with the purpose of having that person act ina certain way.
When Cohesians steal or commit fraud, it damages our reputation
and brand. Fraudulent activity can also result in litigation or criminal
proceedings and may negatively impact our ability to compete in thecommercial market or public sector. We are all responsible for helping
to safeguard Cohesity’s assets and reputation by watching for any kindof fraudulent activities against Cohesity, our personnel, customers,
shareholders, business partners, or other stakeholders. You shouldraise concerns regarding any suspicious activity immediately.
Fraud and financial impropriety may include but are not limited to thefollowing actions:• Embezzlement or other financial irregularities• Forgery, alteration, or falsification of documents (including checks,
time sheets, travel expense reports, contractor agreements,
purchase orders, other financial documents or financial records,
or electronic files)• Misappropriation, misuse, theft, removal, or destruction of
Cohesity’s resources (including funds, securities, supplies,
inventory, furniture, fixtures, equipment, intellectual property,
or any other asset)• Improprieties in the handling or reporting of money or financialtransactions• Misuse of Cohesity’s facilities (including telephones, computers, ande-mail system)• False claims by employees, vendors, or others associated with
Cohesity• Receiving or offering bribes, rebates, or kickbacks• Personal use of Cohesity’s property in outside business activities• Conflicts of interest• Misrepresentation of facts• Any similar or related irregularity
Related Resources:• Global Fraud Policy• Global Travel and Expense Reimbursement Policy• Anti-bribery, Corruption, and Money Laundering Policy• Conflicts of Interest Policy

We are all responsible for helping to safeguard Cohesity’s assets
and reputation by watching for any kind of fraudulent activities
against Cohesity, our personnel, customers, shareholders,business partners, or other stakeholders.

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Creating and Maintaining Accurate Business and Financial Records
We require that all Cohesity books, records, accounts, and financial
statements be accurate, maintained in reasonable detail, andappropriately reflect Cohesity’s transactions. Business records must be
maintained in accordance with Cohesity’s system of internal controls
and all applicable laws and regulations, including, where relevant,Sarbanes–Oxley and Internal Revenue Service requirements.
• Unrecorded or “off the books” funds or assets should not be
maintained unless permitted by applicable law or regulation.
• Do not create or maintain “slush funds” or similar improper financial
practices. Such practices may also violate applicable laws, including
anti-corruption laws.
• Do not engage in the creation or preparation of any misleading or
inaccurate transactional documentation or the falsification of any typeof transactional documentation relevant to Cohesity-related business.
• Refer to Cohesity’s Bookings Policy for comprehensive requirements
to ensure customer and channel partner orders are properly booked
in alignment with our processes and are compliant with all applicableregulatory requirements.

• U.S. Federal securities laws may require Cohesity to disclose certain
information. In addition, from time to time, Cohesity may make otherpublic communications, such as issuing press releases. If you are involvedin the preparation of such public documents, you must ensure that any
information disclosed is full, fair, accurate, timely, and understandable.
• In the event you reasonably believe that questionable accounting or
auditing practices have occurred or are occurring, you should immediately
report your concerns to any of the internal resources available to you.
Additionally, you can report such concerns directly to Cohesity’s Chief
Compliance Officer, Chief Financial Officer, Chief Accounting Officer, or the
Audit Committee of Cohesity’s Board of Directors.
Related Resources:• Global Travel and Expense Reimbursement Policy• Global Fraud Policy• Anti-Bribery, Corruption, and Money Laundering Policy• Bookings Policy• When submitting business-related expenses for reimbursement,
expense claims must be substantiated and recorded accurately inaccordance with our policies. Do not submit personal expenses
without a business purpose or inflate or claim business expenses not
actually incurred. These claims must be submitted in a timely manner.
Refer to our Global Travel & Expense Reimbursement Policy.

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Safeguarding Assets
and Confidential Information
We protect Cohesity’s assets, confidential
information, and intellectual property from damage,loss, waste, misuse, unauthorized disclosure, and security
threats.

Company Assets
To perform your job, you have access to many Cohesity assets,
including physical assets, such as our facilities, equipment, andtechnology resources. These also include intangible assets, such as
our information, intellectual property (source code, documentation,patents, copyrights, trademarks, and trade secrets), brands, andreputation.
Cohesity assets should be used primarily for Cohesity business.
Except in some countries—Germany and Austria, for example—limited personal use of Cohesity equipment and technology
resources is acceptable if it does not interfere with your job
responsibilities or otherwise violate this Code or any otherCohesity policy. All Cohesity assets are the property ofCohesity, and to the extent permitted by law, Cohesity
may deploy monitoring systems to protect the security,
confidentiality, and privacy of data, infrastructure,systems, and personnel and to prevent themisappropriation of intellectual property
and confidential information.

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Confidential Information

Intellectual Property

Confidential information includes any information that is not authorized
for release to the public, such as product development and businessplans, algorithms, interfaces, product architecture, source code, object
code, financial data, customer lists, pricing strategies, marketing plans,organizational charts, and personally identifiable information (PII).

We must protect Cohesity’s intellectual property rights and respect the
intellectual property rights of others.

Confidential information is one of our most valuable assets, andprotecting it is one of our greatest collective responsibilities.

• Do not knowingly infringe the intellectual property rights of third
parties—if you have any doubts about this, contact Cohesity’sIntellectual Property & Products Team in the Legal Team.

• Assume any information that has not been specifically authorized for
public release is confidential information whether owned by Cohesity
or entrusted to Cohesity by a third party (such as a customer, channel
partner, or employee).
• Use confidential information only as authorized and do not shareit with anyone who is not authorized to see it—including otherCohesians.
There are many reasons for protecting confidential information,
including maintaining our competitive lead, keeping a customer’s trust,and protecting personal privacy. Your obligation to protect confidential
information continues even after your employment or contract with
Cohesity ends. If you become aware of or suspect compromised
confidential information, raise a concern or disclose the situation
immediately.

• Use Cohesity software, technology, documentation, trademarks, and/or copyrighted materials appropriately and in accordance with ourpolicies.

• Honor any obligations to your past employer(s) to protect theirconfidential information and intellectual property and do not bringany such information into Cohesity.
• Follow our Open-Source Software Use and Distribution Policy whenutilizing open-source software.
• If you become aware of any unauthorized use of copyrights,
trademarks, trade secrets, or proprietary or confidential information,
promptly raise a concern to the Compliance & Ethics Team or the
Legal Team.
Related Resources:• Intellectual Property & Products Team• Copyright, Trademark, and Disclaimer Notice• Open Source Software Use and Distribution Policy• Cohesity Brand Guidelines

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Insider Trading
We must comply with all applicable U.S. federal, state, local, andinternational insider trading and securities laws governing securities
transactions, including Cohesity’s securities when the company ispublic. As a Cohesian, you may have access to or receive material,
nonpublic information about Cohesity customers, vendors,
suppliers, distributors, or other companies engaged in business orcontemplating a transaction with Cohesity.
You must not share material, nonpublic information unlessproper legal protections, such as a non-disclosure agreement(NDA), are in place. You must not trade or tip others to trade any
company’s securities while in possession of material, nonpublic
information about that company. “Nonpublic” information is
any information that has not yet been disclosed or absorbed by
the public. Nonpublic information is “material” if a reasonable
investor would consider the information important in deciding
whether to buy or sell stock. Examples of material, nonpublic
information may include unreleased financial results, pending
mergers or acquisitions, data breaches, or introduction of new
products or services. Buying or selling stock while in possession ofmaterial, nonpublic information or tipping others to buy or sell is aviolation of insider trading laws and Cohesity policy. Insider trading
may result in substantial civil and criminal penalties, including thepossibility of a jail sentence.
If you have questions about material, nonpublic information,
promptly contact the Legal Team. Visit Policy Central for policy
specifics regarding insider trading.

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Communicating Externally
We are deliberate and thoughtful in how we publicly present Cohesityand place a high value on our credibility and reputation. We carefully
consider our public communications to ensure they reflect our RADIO
values and follow our policies.
What is publicly written or said about Cohesity directly impacts our
reputation, positively or negatively. We are committed to providing
fair, timely, accurate, and complete information in response to public
requests, consistent with our obligations to maintain the confidentialityof competitive and proprietary information.
• Only an authorized spokesperson may communicate Cohesity’smaterial, nonpublic information to the press. Authorized
spokespersons include the Chief Executive Officer, Chief Financial
Officer, Chief Marketing Officer, Head of Investor Relations, Vice
President, Corporate Communications, and such individuals’ designees.
• Our External Communications Policy provides the best practices for
Cohesity’s marketing personnel with regard to developing content for
the general public on behalf of Cohesity through social media, press
releases, webinars, our website, or other similar or analogous external
communications.
• When communicating with customers, channel partners, and vendors
for commercial purposes, do not disclose any material, nonpublic
information (e.g., our future road maps) or forward-looking statements
unless proper procedures have been followed and express Legal Teamapproval has been received. As a reminder, always seek guidance if
any such information may be confidential, sensitive, or proprietaryin nature. For more information, see the Code section “Safeguarding
Assets and Confidential Information.”• If you are contacted by an outside source or the media with a request
for information about Cohesity (including any request regarding
information about our employees, directors, officers, or operations), do
not respond. Instead, refer the inquiry to an authorized spokesperson.
In order to avoid providing inaccurate, incomplete, or material
information to outside sources, only an authorized spokesperson may
make or approve public statements regarding Cohesity.
• If you are invited to speak at a public event/webinar/podcast/techtalk
or a similar speaking opportunity, notify the Legal Team. Your slides,
talking points, or materials for the event may require the Legal Team’s
review and/or additional approvals. Additionally, please refer to ourConflicts of Interest Policy regarding approvals and disclosures of suchactivities.
• Never share communications you’ve had with the Legal Team withany third party without express permission from the Legal Team. This
includes both written and verbal communications even if you thinkthey are informal or nonsensitive.
• Follow Cohesity’s Social Media Policy and ensure you’re discreet,
responsible, and respectful in your online activities.
Related Resources:• Conflicts of Interest Policy• External Communications Policy• Social Media Policy• Legal Communications Policy

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESOUR RELATIONSHIPS
Protecting Privacy
and Personal Data
We are transparent about how we handle
PII and other sensitive data, and we respect
the privacy of our employees, customers, andbusiness partners who share personal data withus. During the course of our activities, we may
collect, store, and process PII about our current(or former) employees, partners, workers, job
applicants, agency workers, consultants, individual
contractors, directors, and other third parties. We
handle this information responsibly and consistently
with applicable data protection and privacy laws. The
correct and lawful treatment of PII helps maintainconfidence in Cohesity and provides for successful
business operations.
Related Resources:• Employee Data Protection Policy• Cohesity Privacy Policy (website)

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Competing with Integrity
We compete fairly and honestly.
• Using or disclosing or encouraging others to use or disclose othercompanies’ proprietary, confidential, or trade secret information
without the owner’s prior consent or any theft or misappropriationof such information is strictly prohibited.
• Resellers should decide end-user pricing and respond to tenders
themselves. Cohesity never sets end-user pricing regardless of local
practices or what a particular end user asks us for. Reach out to theLegal Team for guidance if you have questions.
• Do not propose or enter into any agreement (whether formal orinformal) with any competitor that harms or reduces competition.
For example, agreements to fix or control prices for Cohesity
products or services; boycott suppliers, partners, or customers;
divide or allocate customers or markets; or coordinate on thebidding process are strictly prohibited.
• Do not share competitively sensitive information, such as price,profit or profit margin, exchange rates, costs, credit terms, or quotes
for a specific customer’s business with any of their competitors.

Advertising and Marketing Standards
Cohesity advertising, marketing, or promotional activities mustcomply with all applicable laws, rules, and regulations and must be
truthful and accurate. This means that these materials may not be
false or misleading or have a tendency to deceive. You must be able
to substantiate any claims referenced in advertising, marketing,or promotional materials. Additionally, any advertised offers must
include clearly disclosed material terms and limitations. For additional
guidance on this topic, please contact the Legal Team.

Sales Practices
All Cohesity sales practices must reflect a commitment to honest,
accurate, and fair dealings with our current and potential partners andcustomers. Cohesity partners are also prohibited from engaging in any
misleading or deceptive sales practices.

Quarterly Field Certifications
Individuals involved in sales transactions and other selectedindividuals are required to provide quarterly certifications to reinforce
Cohesity’s expectations regarding business conduct and sales
practices and to ensure all transacted business meets the standards of
our Code and other relevant Cohesity policies.
Related Resources:• Channel Partner Code of Conduct• Quarterly Field Certification Program Policy• Bookings Policy

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Giving and Receiving Gifts and Entertainment
We build and strengthen our business relationships with transparency
and integrity. While exchanging gifts and business courtesies
is helpful to develop and promote goodwill, it is critical that wenever ask for, request, or expect gifts or hospitality in exchange forbusiness favors. Additionally, we avoid giving lavish or frequent gifts
or entertainment that could compromise objectivity or create an
appearance of impropriety.
All business gifts and entertainment must be infrequent andappropriate for the business relationship and culturally appropriate
and may not violate laws or regulations. No gift or entertainment
should be offered, given, provided, or accepted unless it:

Related Resources:• Anti-Bribery, Corruption, and Money Laundering Policy• Conflicts of Interest Policy• Global Fraud Policy• Gifts, Entertainment and Business Courtesies Policy• Global Travel & Expense Reimbursement Policy• Is not a cash gift (including gift cards unless pursuant to a companysanctioned program or marketing event).
• Is consistent with customary business practices.
• Is not “excessive in value”• Cannot be construed as a bribe or payoff.
• Does not involve any quid pro quo.
• Does not violate any laws or regulations.
The criteria above are complex and can be difficult to navigate. Referto our Gifts, Entertainment and Business Courtesies Policy for rules
and requirements.
The above requirements also apply to gifts and entertainment among
Cohesity employees. Violations of these requirements regarding
business entertainment and gifts may result in disciplinary action
up to and including termination of employment as well as denied
reimbursement for the expenditure at issue.

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Interacting with Public Sector and U.S. Government Officials and Personnel
We follow all applicable U.S. government (federal, state, and local
departments and agencies) legal and regulatory requirements
when interacting with public sector and U.S. government officials
and personnel. These specific rules often vary widely from othercommercial customers and govern gifts and entertainment, conflictsof interest, billing, security obligations, business development
engagement, and advocacy on policy matters. A violation can lead toserious financial and reputational harm and may prohibit Cohesityfrom future U.S. government and public sector business.

Business Courtesies, Gifts, and Entertainment
Cohesians are prohibited from giving anything of value to public
sector or U.S. government officials or personnel without preapproval
from the Legal Team or the Compliance & Ethics Team. Anythingthat violates U.S. federal gifting requirements or a public sector
entity’s policy is prohibited. All marketing events or similar programs
relating to Cohesity’s U.S. Federal business that could be perceived
as a violation of the federal Standards of Ethical Conduct (e.g.,standards set by the Office of Government Ethics) must be reviewed
and approved by the Compliance & Ethics Team. Refer to our Gifts,
Entertainment and Business Courtesies Policy rules and requirements.

Mandatory Disclosures
The U.S. Government requires Cohesity to affirmatively report on any
violation of a federal criminal law involving fraud, conflicts of interest,
bribery, gift and gratuity restrictions, or the False Claims Act of which
Cohesity becomes aware in the course of its business.

Organizational Conflict of Interest (OCI)
Cohesity is prohibited from engaging in conduct that may create an
OCI. This includes:• Inappropriately influencing the U.S. government’s decisions.
• Defining the terms of a procurement for which Cohesity may havean interest in competing.
• Having unequal access to nonpublic information in a competitive
U.S. government procurement.

Lobbying and Political Participation• Cohesity’s actions in any political process must be directed by the
Legal Team.
• Do not directly or indirectly lobby on behalf of Cohesity without
written authorization from the Legal Team.
• Do not use Cohesity funds to help elect individual candidates topublic office even if allowed by law.
• You must undertake personal political and civic activities on yourown time, at your own expense, and in compliance with Cohesity’s
Conflicts of Interest Policy.
Related Resources:• Anti-bribery, Corruption, and Money Laundering Policy• Gifts, Entertainment and Business Courtesies Policy• Conflicts of Interest Policy

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Preventing Bribery, Corruption, and Money Laundering
Anti-Bribery and Anti-Corruption
We have zero tolerance for bribery, kickbacks, and corruption. Evenif bribery and corruption are a common way of doing business ina particular country or region, that is not Cohesity’s way of doing
business under any circumstances.
Bribery comes in many forms and does not only mean the paymentof money. In your work for Cohesity, do not offer, give, promise,or authorize the giving of anything of value, including money, afavor, a fee, a job, entertainment, a gift, a loan, a rebate, a reward,
a payoff, travel expenses, charitable donations, or products toanyone to obtain any business, to improperly influence any act ordecision, or to otherwise gain an improper advantage.
You must take extra precautions when dealing with foreign
government and public sector officials, including employeesof enterprises that are owned (in whole or in part) by foreign
governments. The U.S. Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or
retain business. Additionally, many countries individually enforce
public sector and commercial bribery. It is strictly prohibited tomake illegal payments to government officials of any country or use
third parties to do the same.

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OUR CODEOUR PEOPLEOUR COMPANY

Anti-Money Laundering
We abide by all applicable anti–money laundering laws, rules, andregulations in all jurisdictions in which we operate. Cohesity requiresthat its customers, vendors, and business partners do the same.
Money laundering is the process by which a person or entity conceals
the existence, nature, or source of the proceeds of illegal activity(“criminal funds”) and disguises them to appear legitimate and avoid
government detection. Some examples of money laundering include:

OUR RELATIONSHIPSOUR COMMUNITIESRaise a concern regarding any activity that may indicate possible
money laundering or otherwise illegal activities, such as:• Payment in a currency other than that specified in the contract.
• Payment to countries with no relation to the contract.
• Payment in cash.
• Payment to others who are not part of the agreement.
• Any other odd or uncommon payment requests.

• Engaging in a financial transaction involving criminal funds in order
to conceal the nature, source, or ownership thereof.

Related Resources:• Engaging in a financial transaction involving criminal funds in orderto promote further offenses.

• Gifts, Entertainment and Business Courtesies Policy• Transporting criminal funds into, out of, or through the UnitedStates.

OUR RESOURCES• Anti-Bribery, Corruption, and Money Laundering Policy• Channel Partner Code of Conduct• Engaging in a financial transaction involving criminal funds in orderto evade taxes on the income produced by the illicit activity.
• Structuring financial transactions in order to evade reporting
requirements.
• Smuggling unreported cash across a U.S. border.
• Failing to comply with the U.S. Department of the Treasury’s anti–
money laundering provisions.

Money laundering is the process by which a person or entity
conceals the existence, nature or source of the proceeds ofillegal activity and disguises them to appear legitimate andavoid government detection.

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Complying with Export Control Laws
We comply with all applicable export control laws and trade restrictions. Theselaws and restrictions regulate sophisticated goods, software, and advanced
technology and may limit who may receive such items based on the country
involved. Commercial activity with certain countries, territories, entities,
persons, or sectors is prohibited.
Violations can lead to significant penalties, including potential lossof export privileges, which could make it difficult or impossible toconduct our business.
• Remain alert to any suspicious activities, such as other parties
sending our items to prohibited destinations or for prohibitedend uses.
• Watch for boycott requests and understand that Cohesity does
not participate in unlawful boycotts.
• Understand that export controls and restrictions also apply toactivities performed by third parties on Cohesity’s behalf. Follow
our third-party due diligence requirements to ensure third parties
have been properly screened for compliance with sanctions,
export controls, and anti-boycott requirements.
• Maintain accurate and complete records related to export and tradeactivities.
Related Resources:• Global Logistics

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OUR CODEOUR PEOPLEOUR COMPANYOUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCESOUR COMMUNITIESLiving Our Environmental, Social, and Governance (ESG) Commitments
We strive to build a more sustainable, equitable, and secure future
by integrating ESG goals across Cohesity and aligning them with ourcore business strategies. We continue to adopt new strategies andfoster leadership in these areas to deepen our ESG program andcommitments.

Diversity, Equity, Inclusion and Belonging
Cohesity is driven to create a culture of belonging where everyone isseen, heard, celebrated, and empowered to bring our authentic selves
to work and thrive. We believe there is strength in our differences andare committed to building and fostering a more diverse, equitable, andinclusive community within Cohesity. Our global diversity, equity, andinclusion strategies center around community building, recruiting (orattracting) and developing talent, sourcing, and supplier relationships.
We strive to increase the demographic diversity of our employee
population while cultivating an inclusive culture that leverages ourunique experiences and backgrounds to accelerate our organizational
performance by:

Caring for Our Communities
We’re proud to be a company that cares about the communities aroundus. Giving our time, talents, and passion to our local communities issomething we care about and take great pride in. Throughout the year,
our teams across the globe support various causes and organizations
through our Cohesity for Good program.

Charitable Contributions
How and to whom we give reflects strongly on who we are as acompany. As we mature our ESG program, charitable giving is a key
component to supporting our communities and giving back globally.
See the “Giving and Receiving Gifts and Entertainment” section ofthis Code and our Gifts, Entertainment and Business Courtesies
Policy for additional information and guidance regarding charitable
contributions made on Cohesity’s behalf.

• Ensuring DEIB is a key component of our hiring and development
practices.
• Increasing our focus on women in technology andunderrepresented talent.
• Creating opportunities for new affinity and employee resourcegroups (ERGs).
• Helping all Cohesians build awareness about conscious inclusion.

Our global diversity, equity, and inclusion strategies centeraround community building, developing talent, sourcing,and supplier relationships.

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Environmental Laws
Cohesity is committed to conserving, protecting, and respecting
the environment. We conduct our operations in compliance withall applicable environmental laws, regulations, and standards andexpect our partners to do the same. We encourage our partners tohave their own environmental management plan and create internalgoals to reduce environmental impact.

Our Supply Chain

OUR RELATIONSHIPSOUR COMMUNITIESOUR RESOURCES

Additionally, Cohesity expects our partners to support fair labor
practices and to create a safe work environment that is also free fromharassment and discrimination. Partners must also comply with all
relevant slavery and human trafficking and other applicable laws in
the countries in which they do business..
Related Resources:• Channel Partner Code of Conduct• Gifts, Entertainment and Business Courtesies Policy

Cohesity is committed to working with partners who demonstrate
the highest ethical standards and operate according to legal
requirements and accepted economic principles as well as humanrights and environmental guidelines. Cohesity prioritizes sourcing
from vendors that reflect the values of both Cohesity and ourcustomers. As Cohesity continues to enhance its ESG program,our values-based procurement strategy will focus on climate andenvironmental protection, diversity, and corporate due diligence onhuman rights in global supply chains.

Human Rights, Labor Standards, and Fair Labor Practices
We are committed to protecting and promoting human rights
wherever we do business by:• Supporting internationally recognized human rights and treating
employees fairly, with dignity and respect.
• Complying with all applicable laws and regulations regarding healthand safety in the workplace, wages, and benefits.
• Working toward the eradication of human trafficking and slavery
and the elimination of child labor in our operations and supply
chains.

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People Teamhttps://sites.google.com/cohesity.com/connect/help/people-team-services

Legal Teamhttps://sites.google.com/cohesity.com/connect/functions/legal

Compliance & Ethics Teamcomplianceandethics@cohesity.com
Mail to:Cohesity
Attn: Compliance & Ethics
300 Park Ave, Suite 1700
San Jose, CA 95110

Cohesity Ethics Linewww.cohesity.ethicspoint.com

Policy Central
https://connect.cohesity.com/functions/legal/policy-central

9100071-002-EN May 2023

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