vv

Code of Business Conduct and Ethics Policy

Code of Business Conduct and Ethics Policy
1.0 Purpose

To deter wrong-doing and to promote honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely,
and understandable disclosure in reports and documents we may file with or submit to government
agencies and in any other public communications; compliance with applicable laws, rules, and regulations;the prompt internal reporting of violations of this Code; and accountability for adherence to this Code.

2.0 Scope

Current and former employees, officers, consultants, contractors, casual workers and agency workers
who have provided services to Ivanti group companies as well as other individuals who have otherwise
come in to contact with the company and become aware of issues of concern. For the purpose of thispolicy and its addendum(s), these are referred to collectively as “Employee(s)”.

3.0 Responsible Party(ies):
SVP & Chief Legal Counsel
SVP Human Resources

4.0 Definitions:Company: Ivanti Software, Inc. and its downstream affiliates and subsidiaries.
Code: Specific collection of rules and expectations related to personal conduct and ethics of individual
employees.
Supported software (depending on the discussion)

5.0 Policy
5.1

Introduction

This Code should help guide your conduct in the course of our business. Many of the principles describedin this Code are, however, general in nature, and the Code does not cover every situation that may arise.
Use common sense and good judgment in applying this Code. If you have any questions about applying
the Code, it is your responsibility to seek guidance.

This Code is not the exclusive source of guidance and information regarding the conduct of our business.
You should consult applicable policies and procedures in specific areas as they apply. All Company policies
are available for reference on Ivanti Everywhere. The Code is intended to supplement, not replace, theIvanti Employee Policies and the other policies and procedures of the Company. We are committed tocontinuously reviewing and updating our policies and procedures. The Company therefore reserves theright to amend, alter, or terminate this Code at any time and for any reason, subject to applicable law.
Employees will be notified and required to re-acknowledge the Code anytime the Code is amended.

1

vv

5.2

Code of Business Conduct and Ethics Policy

Our Values

Ivanti, Inc. (“Ivanti” or the “Company”) is built upon a foundation of strong corporate values and businesspractices. It is through diverse and inclusive hiring, decision-making, and commitment to our employees
and partners that we will continue to build and deliver world-class solutions for our customers.

Our Values are:
Locking Arms – Teamwork is intrinsic to what we do and why we do it. We are accountable to each other –and support one another. We provide opportunities to grow, learn, add value, and thrive – While alsoachieving new levels of performance. We treat all with appreciation, dignity and respect.
Fight the Good Fight – The technology world is battling cyberterrorism. We wake up every day with acommitment to enable, prepare, and protect our customers so they can drive their own business success.
Wen our customers, our governments, and our people are protected from threats -WE WIN!
Champions for Our Customers – We anticipate our customers’ needs, we are highly responsive, and we
deliver innovative solutions that exceed their expectations.
Outcomes Matter Most – We start with the end goal in mind – for our customers. employees, partners,
and investors. With performance-driven attitudes – our victory is reaching target outcomes.

5.3

Employee Responsibilities

As an employee, you are expected to read and understand this Code of Business Conduct and Ethics andyou must uphold these standards in day-to-day business activities and comply with all applicable policies
and procedures in the Code.
•

•

•

•

•

2

Part of your job and ethical responsibility is to help enforce this Code. You should be alert to possible
violations and promptly report violations or suspected violations of this Code to the Legal Department
or the Human Resources Department. If your situation requires or if you desire that your identity be
kept secret, your anonymity will be preserved to the greatest extent reasonably possible. If you wish
to remain anonymous, send a letter addressed to the SVP & Chief Legal Counsel at 10377 South Jordan
gateway, Suite 110, South Jordan, UT 84095, or utilize Ivanti’s Ethics hotline as specified in the Ivanti
Whistleblower Policy. If you make an anonymous report, please provide as much detail as possible,
including copies of any documents that you believe may be relevant to the issue.
If your concerns relate to accounting, internal controls or auditing matters, or if the SVP & Chief LegalCounsel is implicated in any violation or suspected violation, you may contact the SVP, Human
Resources as detailed in the Ivanti Whistleblower Policy.
You must cooperate with investigations into possible Code violations and be truthful and forthcomingin the course of these investigations.
Reprisals, threats, retribution, or retaliation against any person who has in good faith reported aviolation or a suspected violation of law, this Code or other Company policies, or against any person

who is assisting in good faith in any investigation or process with respect to such a violation, is
prohibited.

In trying to determine whether any given action is appropriate, keep these steps in mind:

vv

Code of Business Conduct and Ethics Policy

⋅
⋅
⋅
⋅

Obtain all relevant facts.
Assess the responsibilities and roles of those involved.
Use your judgment and common sense, evaluate whether the action seems unethical or improper.
Seek guidance.

If you are unsure about any situation or any provision of the Code, discuss the matter with the Legal
Department or the Human Resources Department.

5.4.

General Standards of Conduct

5.4.1

Overview
Honest and ethical conduct is critical to our business. All Ivanti employees, agents, and contractors have aduty to comply with applicable law and to act in an honest and ethical manner.

5.4.2

Compliance with Law
You are responsible for complying with all laws, rules, regulations, and regulatory orders applicable to the
conduct of our business including the United States Foreign Corrupt Practices Act and United States export
rules and regulations and the UK Bribery Act 2010 both of which have global reach in their applicability. You
must also comply with any other applicable laws of other jurisdictions, including the jurisdiction in which
you are located or engaging in business. If compliance with the Code should ever conflict with law, youmust comply with the law.
You should undertake to acquire knowledge of the legal requirements relating to your duties sufficient toenable you to recognize potential dangers and to know when to seek advice from managers or otherappropriate personnel. The Company will also inform employees of any subsequent legal developments
which may be relevant. Violations of laws, rules, regulations, and orders may subject you to individual
criminal or civil liability, in addition to discipline by the Company. Violations may also subject the Company
to civil or criminal liability or the loss of business.

5.4.3

No Discrimination or Harassment
The Company is committed to providing a work environment that is free of discrimination and harassment.
The Company is an equal opportunity employer and makes employment decisions on the basis of merit andbusiness needs. In addition, the Company strictly prohibits harassment of any kind, including harassmenton the basis of race, color, veteran status, religion, gender, gender identity, sex, sexual orientation, age,mental or physical disability, medical condition, national origin, marital status, or any other characteristics
protected under federal or state law or local ordinance.

5.4.4

Health and Safety
You are responsible for using good judgment to help ensure a safe and healthy workplace for all employees.

3

vv

Code of Business Conduct and Ethics Policy

5.5

Avoiding Conflicts of Interest

5.5.1

Overview
Your decisions and actions in the course of your employment with the Company should be based on thebest interests of the Company, and not based on personal relationships or benefits. You should seek toavoid situations where your personal activities and relationships conflict, or even appear to conflict, with
the interests of the Company, except where approved by the Board of Directors. This includes situations
where you may have or appear to have an indirect conflict through, for example, a significant other or a
relative or other persons or entities with which you have a relationship. A conflict may also arise when you
take actions or have interests that make it difficult for you to perform your work for the Company
objectively and effectively. You must disclose to your manager any interest that you have that may, or may
appear to, conflict with the interests of the Company.
There are a variety of situations in which a conflict of interest may arise. While it would be impractical toattempt to list all possible situations, some common types of conflicts are discussed below.

5.5.2

Outside Employment and Directorships
You may not perform services as a director, employee, agent, or contractor for a customer, a supplier or
any other entity that has a business relationship with the Company without the prior written approval fromthe Company’s Legal Department or Human Resources Department. All employees or directors of theCompany are prohibited from performing services as a director, employee, agent, or contractor for any
competitor of the Company. In the event that an employee fails to inform the Company of such services,
this may result in Company invoking the disciplinary procedure, in line with local legislation.
The Company does not generally restrict outside employment. However, the following types of outside
employment are strictly prohibited:• employment that conflicts with your work schedule, duties, and responsibilities;• employment that creates a conflict of interest or is incompatible with your employment with
the Company;• employment that interferes with the protection of the Company’s proprietary or confidential
information;• employment that impairs or has a detrimental effect on your work performance with theCompany;• employment that requires you to conduct work or related activities on the Company’s property
or using the Company’s facilities or equipment; and• employment that directly or indirectly competes with the business or interests of the Company.

5.5.3

4

Financial Interests in Other Companies
You should not have any financial interest—including, for example, an indirect interest through a relative
or significant other—in any organization if that interest would give you, or would appear to give you, aconflict of interest with the Company. You should be particularly sensitive to financial interests incompetitors, suppliers, customers, distributors, and strategic partners. Any pre-existing financial interest in
a company which you hold on commencement of employment with the Company which might be in breachof this clause - including, for example, an indirect interest through a relative or significant other - shall bevv

Code of Business Conduct and Ethics Policy

declared to the Human Resources or Legal Department who will confirm whether the interest will need to
be terminated.
5.5.4

Transactions with Related Parties
If you have a significant financial interest in a transaction between the Company and a third party—
including, for example, an indirect interest through a relative or significant other—you must disclose thatinterest, and that interest must be approved in writing by the Company’s Legal Department or Human
Resources Department. We encourage you to seek guidance if you have any questions as to whether aninterest in a transaction is significant. Any dealings with a related party must be conducted in such a waythat no preferential treatment is given to this business.

5.5.5

Corporate Opportunities
You may not directly or indirectly exploit for personal gain any opportunities that are discovered throughthe use of corporate property, information, or position unless the opportunity is disclosed fully in writing
to the Board of Directors or its designated committee and the Board of Directors or its designatedcommittee confirms in writing that you may pursue the opportunity.

5.5.6

Loans by the Company
Loans from the Company to directors and executive officers are prohibited. Loans from the Company toother officers and employees must be approved in advance by the Board of Directors or its designatedcommittee.

5.5.7

Improper Benefits
You may not receive any improper benefit as a result of your position with the Company. Examples would
include but not be limited to personal discounts from a customer or supplier or secret cash payments.

5.5.8

Holding Public Office
You may serve in a public office provided that the position does not create or appears to create a conflictof interest.

5.5.9

Guidance and Approvals
Evaluating whether a conflict of interest exists, or may appear to exist, requires the consideration of manyfactors. We encourage you to seek guidance and approval in any case where you have any questions or
doubts. The Company may at any time rescind prior approvals to avoid a conflict of interest, or theappearance of a conflict of interest, for any reason deemed to be in the best interest of the Company.

5.6

Public Communications

5.6.1

Public Communications and Filings
The Company may file reports and other documents with regulatory authorities. In addition, from time totime, the Company makes other public communications, such as issuing press releases.
Depending upon your position with the Company, you may be called upon to provide information to help
assure that the Company’s public reports and communications are complete, fair, accurate, and5

vv

Code of Business Conduct and Ethics Policy

understandable. You are expected to use all reasonable efforts to provide complete, accurate, objective,
relevant, timely, and understandable answers to inquiries related to the Company’s public disclosures.
Individuals involved in the preparation of public reports and communications must use all reasonable
efforts to comply with our disclosure controls and procedures, which are designed to ensure full, fair,accurate, timely, and understandable disclosure in our public reports and communications.
If you believe that any disclosure is materially misleading or if you become aware of any material
information that you believe should be disclosed to the public, it is your responsibility to bring thisinformation to the attention of the SVP & Chief Legal Counsel or SVP, Human Resources. If you believe thatquestionable accounting or auditing conduct or practices have occurred or are occurring, you should notify
the Board of Directors. For additional details on how to report questionable accounting or auditing conductor practices, please consult the Ivanti Whistleblower Policy.
5.6.2

Communication Procedures
You may not communicate externally on behalf of the Company unless you are authorized to do so. The
Company has established specific policies regarding who may communicate information to the public, thepress, market professionals (such as securities analysts, institutional investors, investment advisors, brokers
and dealers) and security holders on behalf of the Company:••

Our President, Chief Financial Officer, and investor relations personnel, and their authorized designees,
are our official spokespeople for financial matters.
Our President and investor relations personnel, and their authorized designees, are our official
spokespeople for public comment, press, marketing, technical and other such information.

You should refer all calls or other inquiries from the press, market professionals or security holders to the
SVP, Global Marketing, who can be reached by calling 1 888 253 6201, which will see that the inquiry is
directed to the appropriate persons within the Company.
All communications made to public audiences on behalf of the Company, including formal communications
and presentations made to investors, customers, or the press require prior approval of the SVP & Chief
Legal Counsel or the Chief Financial Officer.

5.7

Financial Reporting

5.7.1

Overview
As a Company, we follow strict accounting principles and standards, report financial information accurately
and completely in accordance with these principles and standards, and have appropriate internal controls
and procedures to ensure that our accounting and financial reporting complies with law. The integrity of
our financial transactions and records is critical to the operation of our business and is a key factor inmaintaining the confidence and trust of our employees, security holders, and other stakeholders.

6

vv

5.7.2

5.7.3

Code of Business Conduct and Ethics Policy

Compliance with Rules, Controls and Procedures
It is important that all transactions are properly recorded, classified, and summarized in our financial
statements and books and records in accordance with our policies, controls, and procedures, as well as all
generally accepted accounting principles, standards, laws, rules, and regulations for accounting andfinancial reporting. If you have responsibility for or any involvement in financial reporting or accounting,you should have an appropriate understanding of, and you should seek in good faith to adhere to, relevant
accounting and financial reporting principles, standards, laws, rules, and regulations and the Company’s
financial and accounting policies, controls, and procedures. If you are a senior officer, you should seek toensure that the internal controls and procedures in your business area are in place, understood, andfollowed.
Accuracy of Records and Reports
It is important that those who rely on records and reports—managers and other decision makers, creditors,
customers, and auditors—have complete, accurate, and timely information. False, misleading, orincomplete information undermines the Company’s ability to make good decisions about resources,
employees, and programs, and may, in some cases, result in violations of law. Anyone involved in preparing
financial or accounting records or reports, including financial statements and schedules, must be diligent inassuring that those records and reports are complete, accurate, and timely. Anyone representing or
certifying as to the accuracy of such records and reports should make an inquiry or review adequate toestablish a good faith belief in their accuracy.
Even if you are not directly involved in financial reporting or accounting, you are likely involved withfinancial records or reports of some kind—a voucher, time sheet, purchase requisition, invoice, or expense
report. In addition, most employees have involvement with product, marketing, or administrative activities,
or performance evaluations, which can affect our reported financial condition or results. Therefore, theCompany expects you, regardless of whether you are otherwise required to be familiar with finance or
accounting matters, to use all reasonable efforts to ensure that every business record or report with which
you deal is accurate, complete, and reliable.

5.7.4

Intentional Misconduct
You may not intentionally misrepresent the Company’s financial performance or otherwise intentionallycompromise the integrity of the Company’s reports, records, policies, and procedures. For example, you
may not:• report information or enter information in the Company’s books, records, or reports thatfraudulently or intentionally hides, misrepresents, or disguises the true nature of any financial
or non-financial transaction or result;• establish any undisclosed or unrecorded fund, account, asset, or liability for any improper
purpose;• enter into any transaction or agreement that accelerates, postpones, or otherwise manipulates
the accurate and timely recording of revenues or expenses;• intentionally misclassify transactions as to accounts, business units, or accounting periods; or• knowingly assist others in any of the above.

5.7.5

Dealing with Auditors
Our auditors have a duty to review our records in a fair and accurate manner. You are expected to cooperatewith independent and internal auditors in good faith and in accordance with law. In addition, you must not

7

vv

Code of Business Conduct and Ethics Policy

fraudulently induce or influence, coerce, manipulate, or mislead our independent or internal auditors
regarding financial records, processes, controls, or procedures or other matters relevant to their
engagement. You may not engage, directly or indirectly, any outside auditors to perform any audit, auditrelated, tax, or other services, including consulting, without written approval from the Chief Financial
Officer and the Board of Directors.
5.7.6

Obligation to Report Potential Violations
You should report it to the Legal Department or the Human Resources Department or otherwise make areport under the Company’s Whistleblower Policy in the event you may discover, for example:
•
•
•
•
•
•

financial results that seem inconsistent with underlying business performance;
inaccurate financial records, including travel and expense reports, time sheets, or invoices;
the circumventing of mandated review and approval procedures;transactions that appear inconsistent with good business economics;
the absence or weakness of processes or controls; or
persons within the Company seeking to improperly influence the work of our financial or
accounting personnel, or our external or internal auditors.

Dishonest or inaccurate reporting can lead to civil or even criminal liability for you and the Company andcan lead to a loss of public faith in the Company. You are required to promptly report any case of suspectedfinancial or operational misrepresentation or impropriety.
5.7.7

Keeping the Board of Directors Informed
The Board of Directors plays an important role in ensuring the integrity of our financial reports. If you
believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you
should, as referred to above, notify the Legal Department or the Human Resources Department orotherwise make a report under the Company’s Whistleblower Policy, which includes the procedures forbringing the matter to the attention of the Board of Directors. In particular, the Chief Executive Officer andsenior financial officers such as the Chief Financial Officer should promptly bring to the attention of theBoard of Directors any information of which they may become aware concerning, for example:
•
•
•
•

5.7.8

8

the accuracy of material disclosures made by the Company;
significant deficiencies in the design or operation of internal controls or procedures that could
adversely affect the Company’s ability to record, process, summarize, or report financial data;
any evidence of fraud that involves an employee who has a significant role in the Company’s
financial reporting, disclosures, or internal controls or procedures; orany evidence of a material violation of the policies in this Code regarding financial reporting.

Reporting and Remedial Action
In the event the Company discovers (i) any intentional misconduct, or questionable accounting, internal
accounting controls, or audit matters, (ii) the reporting of any fraudulent financial information, or (iii) any
other type of fraud, the Company will make any and all required disclosures to the appropriate law
enforcement agencies. The Company will also undertake a review of how any such events occurred (andcould occur) and take all necessary steps to improve its internal controls or implement any procedures tovv

Code of Business Conduct and Ethics Policy

prevent similar events from happening in the future. The Company will also communicate, as appropriate,
any such new controls or procedures to all employees affected by them.

5.8

Safeguarding Company Assets

5.8.1

Overview
All employees, agents, and contractors are responsible for the proper use of Company assets. This
responsibility applies to all of the Company’s assets, including your time, work and work product; cash andbank accounts; physical assets such as inventory, equipment, vehicles, computers, systems, facilities, andsupplies; intellectual property, such as patents, copyrights, trademarks, and trade secrets; and otherproprietary or nonpublic information.
•
•
•
•
•
•

5.8.2

You should use all reasonable efforts to safeguard Company assets against loss, damage,misuse, or theft.
You should be alert to situations that could lead to loss, damage, misuse, or theft of Company
assets, and should report any loss, damage, misuse, or theft as soon as it comes to yourattention.
You should not use, transfer, misappropriate, loan, sell, or donate Company assets without
appropriate authorization.
You must take reasonable steps to ensure that the Company receives good value for Company
funds spent.
You may not use Company assets in a manner that would result in or facilitate the violation oflaw.
You should use and safeguard assets entrusted to the Company’s custody by customers,
suppliers, and others in the same manner as Company assets.

Protecting the Company’s Information
In the course of your involvement with the Company, you may come into possession of information thathas not been disclosed or made available to the general public. This nonpublic information may include,
among other things:
•
•
•

•
•

financial data and projections;proprietary and technical information, such as trade secrets, patents, inventions, product plans,and customer lists;
information regarding corporate developments, such as business strategies, plans foracquisitions or other business combinations, divestitures, major contracts, expansion plans,
financing transactions, and management changes;
personal information about employees; andnonpublic information of customers, suppliers, and others.

If you have any questions as to what constitutes nonpublic information, please consult the Legal
Department.

9

vv

Code of Business Conduct and Ethics Policy

All nonpublic information must only be used for Company business purposes. You have an obligation touse all reasonable efforts to safeguard the Company’s nonpublic information. You may not disclose
nonpublic information to anyone outside of the Company, except when disclosure is required by law or
when disclosure is required for business purposes and appropriate steps have been taken to prevent misuseof that information. This responsibility includes not disclosing nonpublic information in Internet discussion
groups, chat rooms, bulletin boards, or other electronic media. In cases where disclosing nonpublic
information is required or necessary, you should consult with the Legal Department. The misuse of
nonpublic information is contrary to Company policy and may also be a violation of law.
From time to time, you may need to disclose Company confidential information to potential business
partners in order to further the Company’s business. This disclosure, however, should never be done
without carefully considering its potential benefits and risks. If you determine in consultation with yourmanager and other appropriate Company officers that disclosure of confidential information is necessary,
you must then contact the Legal Department to ensure that an appropriate written nondisclosureagreement is signed prior to the disclosure. The Company has standard nondisclosure agreements suitable
for most disclosures. You must not sign a third party's nondisclosure agreement or accept changes to theCompany's standard nondisclosure agreements without review and approval by the Company's Legal
Department. Many of these nondisclosure agreements require that confidential information be marked asconfidential, and it is your responsibility to make sure that all the Company’s confidential information isproperly marked as confidential. In addition, all Company materials that contain Company confidential
information, including presentations, must be reviewed and approved by the Company's Legal Department
prior to publication or use.
The Company requires all employees to agree to protect and hold confidential the Company's proprietary
information. This obligation remains in effect for as long as you work for the Company and even after you
leave the Company. Under this obligation, you may not disclose the Company's confidential information toanyone or use it to benefit anyone other than the Company without the prior written consent of an
authorized Company officer.
5.8.3

Maintaining and Managing Records
The Company is required by local, state, federal, foreign, and other applicable laws, rules and regulations
to retain certain records and to follow specific guidelines in managing its records. Records include paper
documents, email, compact discs, computer hard drives, floppy disks, microfiche, microfilm, and all otherrecorded information, regardless of medium or characteristics. Civil and criminal penalties for failure tocomply with such guidelines can be severe for employees, agents, contractors, and the Company.
You should consult with the Legal Department regarding the retention of records in the case of actual or
threatened litigation or government investigation. The Legal Department will notify you if a legal hold isplaced on records for which you are responsible. A legal hold suspends all document destruction proceduresin order to preserve appropriate records under special circumstances, such as litigation or government
investigations.
The Legal Department determines and identifies what types of records or documents are required to beplaced under a legal hold. If a legal hold is placed on records for which you are responsible, you must

10

vv

Code of Business Conduct and Ethics Policy

preserve and protect the necessary records in accordance with instructions from the Legal Department.
Records or supporting documents that are subject to a legal hold must not be destroyed, altered, or
modified under any circumstance. A legal hold remains effective until it is officially released in writing by
the Legal Department. If you are unsure whether a document has been placed under a legal hold, you
should preserve and protect that document while you check with the Legal Department.
5.8.4

Computers and Other Equipment
The Company strives to furnish employees with the equipment necessary to efficiently and effectively dotheir jobs. You must care for that equipment and use it responsibly only for Company business purposes as
defined by the Companies Acceptable Use Policy. If you use Company equipment at your home or off site,take precautions to protect it from theft or damage, just as if it were your own. If the Company no longer
employs you, you must immediately return all Company equipment. While computers and other electronic
devices are made accessible to you to assist you in performing your job and to promote Company's
interests, all such computers and electronic devices, whether used entirely or partially on the Company's
premises or with the aid of the Company's equipment or resources, must remain fully accessible to theCompany and, to the maximum extent permitted by law, will remain the sole and exclusive property of theCompany.

5.8.5

SoftwareAll software used by you to conduct Company business must be appropriately licensed, if license is required.
Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on theroad, since doing so may constitute copyright infringement and may expose you and the Company topotential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject
the employee to disciplinary action, up to and including termination. The Company's IT Department

will inspect Company computers periodically and any unauthorized and/or non-licensed (if license
is required) software will be removed.

5.8.6

11

Electronic Usage
When you joined the Company and annually thereafter, you signed the Company’s Acceptable Use Policythat described in detail the authorized and unauthorized uses of the Company’s computer hardware andsoftware. The purpose of the policy is to make certain that you utilize electronic communication devices ina legal, ethical, and appropriate manner. The policy addresses the Company's responsibilities and concerns
regarding the fair and proper use of all electronic communications devices within the organization, including
computers, e-mail, connections to the Internet, intranet and extranet and any other public or private
networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information
concerning the Company's products or business on the Internet without the prior written consent of theCompany's Legal Department is prohibited. Other forms of electronic communication used by employees
currently or in the future is also intended to be encompassed under this policy. It is not possible to identify
every standard and rule applicable to the use of electronic communications devices.

vv

Code of Business Conduct and Ethics Policy

5.9

Responsibilities to our Customers, Suppliers, and our Competitors

5.9.1

Overview
You should respect the rights of, and deal fairly with, the Company’s customers, suppliers, business
partners, and competitors in compliance with law. You should not take unfair advantage of anyone throughdeception, misrepresentation, manipulation, coercion, abuse of privileged information, or any intentional
unfair business practice.

5.9.2

Improper Payments
You should not authorize, offer, promise, give, solicit, or accept, money, gifts, entertainment, privileges,
gratuities, benefits, or other items of value intended to improperly influence, directly or indirectly, any
business decision or that otherwise violate law or create the appearance of impropriety. You should contact
the Legal Department if you have any questions as to whether a payment is proper.

5.9.3

Gifts and Entertainment
You may, from time to time, provide or accept business amenities to aid in building legitimate business
relationships. Business amenities may include gifts, meals, services, entertainment, reimbursements,
favors, privileges, or other items of value. It is never acceptable to offer or accept cash or a cash equivalent(such as a check, money order, or voucher) from a vendor, supplier, or customer.
Any business amenity should be consistent with customary business practice and reasonable andappropriate for the circumstance. Business amenities should not be lavish or excessive. Business amenities
should not violate law or create an appearance of impropriety, and it is never appropriate for you to ask fora gift. You should avoid providing or accepting any cash payment or any other business amenity that can beconstrued as a bribe or payoff. All Company funds expended for business amenities must be accurately
recorded in the Company’s books and records. Contact the Legal Department if you have any questions as
to whether a business amenity is permissible.
Those of you who work in sales and purchasing positions must be even more careful when it comes torelationships with suppliers and customers to avoid even the appearance of a conflict of interest. While it
can be appropriate for employees in sales and purchasing positions to attend sporting or other events with
suppliers or customers, you must make sure that you are not placing yourself or the Company in a potential
conflict of interest situation. The key here is to ask whether your behavior will have, or appear to have, aninappropriate influence on your ability to make a decision. If you have any questions in this regard, you
should talk to your supervisor or the Company’s Legal Department.
In some business situations outside of the United States, it is customary and lawful for business executives
to present gifts to representatives of their business partners. These gifts may be of more than a nominal
value, and under the circumstances, returning the gifts or paying for them may be an affront to the giver.
If you find yourself in such a situation, you must report the gift to the Legal Department. In some cases, you
may be required to turn the gift over to the Company.
Special restrictions apply when dealing with government employees. For more information, see the next
section on “Working with Governments.”

12

vv

Code of Business Conduct and Ethics Policy

5.9.4

Selecting Suppliers and other Business Partners
Under the UK Bribery Act the Company can be responsible for the activities of associated third parties suchas agents, contractors, distributors, and joint venture parties that we work with around the world. The
Company’s policy is to select suppliers and other business partners based on the merits of their products,
services, and business practices and to purchase supplies based on need, quality, service, price, and otherterms and conditions of sale. You may not establish a business relationship with any supplier if you knowthat its business practices violate applicable laws and should undertake reasonable and proportionate due
diligence on their suitability as a business partner. You must obtain Legal Department approval whenentering into any contracts with third parties, unless otherwise determined by the SVP & Chief LegalCounsel.

5.9.5

Handling the Non-Public Information of Others
You must handle the nonpublic information of others responsibly and in accordance with our agreementswith them. Nonpublic information of others includes notes, reports, conclusions, and other materials
prepared by a Company employee based on the nonpublic information of others.
You should not knowingly accept information offered by a third party, including a customer, supplier, orbusiness partner, that is represented as nonpublic, or that appears from the context or circumstances to be
nonpublic, unless an appropriate nondisclosure agreement has been signed with the party offering theinformation. You should contact the Legal Department to coordinate the appropriate execution of
nondisclosure agreements on behalf of the Company.
Even after a nondisclosure agreement is in place, you should accept only the information that is necessary
or appropriate to accomplish the purpose of receiving it, such as a decision on whether to proceed tonegotiate a deal. If more detailed or extensive information is offered and it is not necessary or appropriate
for your immediate purposes, it should be refused. If any such information is inadvertently received, itshould be transferred to the Legal Department for appropriate disposition.
disposition.
Once the Company has received nonpublic information, you should use all reasonable efforts to:•••abide by the terms of the relevant nondisclosure agreement, including any obligations with respect
to the return or destruction of the nonpublic information.
limit the use of the nonpublic information to the purpose for which it was disclosed; anddisseminate the nonpublic information only to those other Company employees, agents, orcontractors with a need to know the information to perform their jobs for the Company.

5.9.6

Industrial Espionage
You may not unlawfully obtain or use the materials, products, intellectual property, proprietary, or
nonpublic information or other assets of anyone, including suppliers, customers, business partners, andcompetitors. You may not coerce or improperly induce past or present employees of other companies todisclose proprietary or nonpublic information of their former or other employers.

5.9.7

Free and Fair Competition

13

vv

Code of Business Conduct and Ethics Policy

It is our policy to lawfully compete in the marketplace. Our commitment to fairness includes respecting therights of our competitors to compete lawfully in the marketplace and abiding by all applicable laws in thecourse of competing.
Most countries have well-developed bodies of law designed to encourage and protect free and faircompetition. These laws are broad and far-reaching and regulate the Company’s relationships with its
distributors, resellers, suppliers, and customers. Competition laws generally address the following areas:
pricing practices (including predatory pricing, price fixing, and price discrimination), discounting, terms ofsale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships,
product bundling, restrictions on carrying competing products, termination, and many other practices.
Competition laws also govern, usually quite strictly, relationships between the Company and its
competitors. Collusion among competitors is illegal, and the consequences of a violation are severe. You
must not enter into an agreement or understanding, written or oral, express or implied, with any
competitor concerning prices, discounts or other terms or conditions of sale; profits or profit margins;costs; allocation of product, customers, markets or territories; limitations on production or supply;
boycotts of customers or suppliers; or bids or the intent to bid, or even discuss or exchange informationon these subjects.
The Company is committed to obeying both the letter and spirit of these laws, which are often referred toas antitrust, consumer protection, competition, or unfair competition laws. Although the spirit of these laws
is straightforward, their application to particular situations can be quite complex. To ensure that theCompany complies fully with these laws, you should have a basic knowledge of them and should promptly
involve our Legal Department when questionable situations arise.

5.10 Working with Governments
5.10.1 Overview
Special rules govern our business and other dealings with governments. Employees, agents, and contractorsof the Company should use all reasonable efforts to comply with all applicable laws and regulations
governing contact and dealings with governments, government employees, and public officials. If you deal
with governments, government employees, or public officials, you should undertake to understand thespecial rules that apply. If you have any questions concerning government relations, you should contact theLegal Department.
5.10.2 Government Contracts
You should use all reasonable efforts to comply with all relevant laws and regulations that apply togovernment contracting. You should refer all contracts with any governmental entity to the Legal
Department for review and approval.
5.10.3 Requests by Regulatory Authorities
You must cooperate with appropriate government inquiries and investigations in accordance with law. It is
important, however, to protect the legal rights of the Company with respect to its nonpublic information.
All government requests (other than from taxing authorities) for Company information, documents, orinvestigative interviews should be referred to the Legal Department, and requests from taxing authorities

14

vv

Code of Business Conduct and Ethics Policy

should be referred to the Finance Department. You should work with the Legal Department in responding
to requests by regulatory authorities to ensure adequate and complete responses and to avoid improper
disclosure of attorney-client privileged materials, trade secret information, or other nonpublic information.
This policy should not be construed to prevent an employee from disclosing information to a governmentor law enforcement agency, where the employee has reasonable cause to believe that the information
discloses a violation of, or noncompliance with, a state or federal statute or regulation.
5.10.4 Improper Payments to Government Officials
You may not offer any payment or business amenity to a public official or a government employee if doing
so could reasonably be construed as having any connection with the Company’s business, even if it has anominal value or no value at all. You should be aware that what may be permissible in dealings withcommercial businesses may be deemed illegal and possibly criminal in dealings with the government. You
should contact the Legal Department for guidance.
Whether you are located in the United States or abroad, you are also responsible for fully complying with
the Foreign Corrupt Practices Act and the UK Bribery Act. These Acts make it illegal to offer, pay, promise
to pay, or authorize to pay any money, gift or other item of value to any foreign official, political party, or
candidate to assist the Company or another to obtain or retain business. All managers and supervisorypersonnel are expected to monitor continued compliance with these Acts.
5.10.5 Political Contributions
The Company reserves the right to communicate its position on important issues to elected representatives
and other government officials. It is the Company’s policy to comply fully with all local, state, federal,
foreign, and other applicable laws, rules and regulations regarding political contributions. The Company’s
assets—including Company funds, employees’ work time and Company premises and equipment—must
not be used for, or be contributed to, political campaigns or political activities under any circumstances
without prior written approval of the Company’ Legal Department.
5.10.6 Lobbying
You must obtain approval from the Legal Department for any work activity that requires lobbying
communication with any member or employee of a legislative body or with any government official or
employee in the formulation of legislation. Work activity covered by this policy includes meetings withlegislators or members of their staff or with senior executive branch officials on behalf of the Company.
Preparation, research, and other background activities that are done in support of such lobbying
communication are also covered by this policy even if the communication ultimately is not made.
5.10.7 Trade Restrictions
A number of countries maintain controls on the destinations to which products or software may be
exported. Some of the strictest export controls are maintained by the United States against countries that
the United States government considers unfriendly or as supporting international terrorism. The U.S.
regulations are complex and apply both to deemed exports from the United States and to deemed exports
of products from other countries when those products contain U.S.-origin components or technology.
Software created in the United States is subject to these regulations even if duplicated and packaged
abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in
the United States or access by foreign nationals to certain technology may constitute a controlled export.

15

vv

Code of Business Conduct and Ethics Policy

The Legal Department can provide you with guidance on which countries are prohibited destinations for
Company products or whether a proposed technical presentation or the provision of controlled technology
to foreign nationals may require a U.S. government license.

5.11 Procedural Matters5.11.1 Distribution
All employees will receive a copy of this Code at the time they join the Company and will receive periodic
updates. Agents and contractors should also be provided with a copy of the Code.
5.11.2 Acknowledgment
All new employees must sign an acknowledgment form confirming that they have read the Code and thatthey understand and agree to comply with its provisions. Signed acknowledgment forms will be kept in yourpersonnel file. Failure to read the Code or to sign an acknowledgement form does not excuse any personfrom the terms of the Code.
5.11.3 Approvals and Waivers
Except as otherwise provided in the Code, the Board of Directors or its designated committee must review
and approve any matters requiring special permission under the Code for a member of the Board of
Directors or an executive officer. Except as otherwise provided in the Code, the Chief Financial Officer or
the SVP & Chief Legal Counsel must review and approve any matters requiring special permission under the
Code for any other employee, agent, or contractor.
Any waiver of any provision of this Code for a member of the Board of Directors or an executive officer
must be approved in writing by the Board of Directors or its designated committee and promptly disclosed,
along with the reasons for the waiver, to the extent required by law or regulation. Any waiver of any
provision of this Code with respect to any other employee, agent or contractor must be approved in writingby the Chief Financial Officer or the SVP & Chief Legal Counsel.
Copies of approvals and waivers will be retained by the Company.
5.11.4 Reporting Violations
You should promptly report violations or suspected violations of this Code to the Legal Department or the
Human Resources Department or otherwise make a report under the Company’s Whistleblower Policy. If
your situation requires that your identity be kept secret, your anonymity will be preserved to the greatest
extent reasonably possible. If you wish to remain anonymous, send a letter addressed to the SVP & Chief
Legal Counsel or SVP, Human Resources at 10377 South Jordan Gateway, Suite 110, South Jordan, UT 84095
and appropriate measures can then be taken to preserve confidentiality or utilize Ivanti’s Ethics hotline as
specified in the Ivanti Whistleblower Policy. If you make an anonymous report, please provide as muchdetail as possible, including copies of any documents that you believe may be relevant to the issue.
If your concerns relate to accounting, internal controls, or auditing matters, or if the SVP & Chief LegalCounsel is implicated in any violation or suspected violation, you may also contact the Audit Committee orBoard of Directors via the SVP, Human Resources or as detailed in the Ivanti Whistleblower Policy.

16

vv

Code of Business Conduct and Ethics Policy

Reprisals, threats, retribution, or retaliation against any person who has in good faith reported a violation
or a suspected violation of law, this Code, or other Company policies, or against any person who is assistingin any investigation or process with respect to such a violation, is prohibited.
5.11.5 Investigations
The Board of Directors or its designated committee will be responsible for investigating violations anddetermining appropriate disciplinary action for matters involving members of the Board of Directors or
executive officers. The Board of Directors or its designated committee may designate others to conduct ormanage investigations on its behalf and recommend disciplinary action.
Subject to the general authority of the Board of Directors to administer this Code, the Company’s Legal
Department will be responsible for investigating violations and determining with the Human Resources
Department appropriate disciplinary action for other employees, agents and contractors. The Legal
Department may designate others to conduct or manage investigations on their behalf and recommend
disciplinary action. The Legal Department will periodically report Code violations and the corrective actions
taken to the Board of Directors or its designated committee. The Board of Directors reserves the right toinvestigate violations and determine appropriate disciplinary action on its own or to designate others to do
so in place of, or in addition to, the Legal Department.
The Company will promptly investigate any suspected violations. If it is determined that evidence of aviolation exists, the individual subject to investigation will be notified. The subject of an investigation will
have an opportunity to respond to any allegations made against that person. A person suspected ofviolating the Code may be suspended with or without pay while an investigation is conducted. The Company
will follow local grievance procedures in jurisdictions where such procedures apply.
5.11.6 Disciplinary Action
The Company will take appropriate action against any employee, agent, or contractor whose actions arefound to violate the Code. Disciplinary actions may include, at the Company’s sole discretion, oral or written
reprimand, suspension, or immediate termination of employment or business relationship, or any otherdisciplinary action or combination of disciplinary actions as deemed appropriate to the circumstances. A
record of the disciplinary action will be retained in the employee’s personnel file.
In determining what disciplinary action is appropriate in a particular case, the Company will take into
account all relevant information, including the nature and severity of the violation, any history of warnings
and violations, whether the violation appears to have been intentional or inadvertent, and whether theviolator reported his or her own misconduct. The Company will strive to enforce the Code in a consistentmanner while accounting for all relevant information. Subject to any contrary local laws or procedures analleged violator may make a written request for reconsideration within 14 days of notification of the final
disciplinary decision.
Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities
responsible. Certain violations of this Code may also be subject to civil or criminal prosecution by
governmental authorities and others. Where laws have been violated, the Company will report violators to
the appropriate authorities.

17

vv

Code of Business Conduct and Ethics Policy

5.12 Additional Information for Employees and Contractors Based in the US
Nothing in this Code of Business Conduct and Ethics creates or implies an employment contract or term of
employment. Employment at the Company is employment at-will. Employment at-will may be terminatedwith or without cause and with or without notice at any time by the employee or the Company. Nothing
in this Code shall limit the right to terminate employment at-will. No employee of the Company has any
authority to enter into any agreement for employment for a specified period of time or to make any
agreement or representation contrary to the Company’s policy of employment at-will. Only the Chief
Executive Officer of the Company has the authority to make any such agreement, which must be inwriting.
The policies in this Code do not constitute a complete list of Company policies or a complete list of the typesof conduct that can result in discipline, up to and including discharge.

18

vv

Code of Business Conduct and Ethics Policy

6.0 Acknowledgement
Code of Business Conduct and Ethics
•
•
•
•

•

I acknowledge that I have received and read the Company’s Code of Business Conduct and Ethics.
I acknowledge that I understand the standards, policies and procedures contained in the Code of BusinessConduct and Ethics and understand that there may be additional standards, policies, procedures, and laws
relevant to my position.
I agree to comply with the Code of Business Conduct and Ethics.
I acknowledge that if I have questions concerning the meaning or application of the Code of Business Conduct
and Ethics, any Company policies, or the legal or regulatory requirements applicable to my position, it is my
responsibility to seek guidance from my manager, the Human Resources Department, the Legal Department orother relevant individuals or departments.
I acknowledge that neither this Acknowledgement nor the Code of Business Conduct and Ethics is meant to varyor supersede the regular terms and conditions of my employment by the Company or to constitute an
employment contract.

____________________________________Name (print)______________________
Date____________________________________
Signature*** Please sign and return this form to the Human Resources Department ***

19

vv

Code of Business Conduct and Ethics Policy

7.0 Revision History
VersionDate of Change

Responsible

Summary of Change

12010.0901

Susan Urses

New global policy

2

2017.0908

Susan Urses

Update one global policy

3

2017.0919

Susan Urses

Update one global policy

4

2018.2007

Susan Urses

Consultation with NL Works Council

52022 0310

Kristen Kamp

Updated contact information

62023 0301

Cheryl Sanocki

No changes

72023 0707

Cheryl Sanocki

Updated core values

8.0 Approval History
Date

Reviewed/Approved by

2019.1001
2022 0310
2023 0301
2023 0707

Susan Urses
Kristen Kamp
SVP, Global HR Kristen Kamp
SVP, Global HR Kristen Kamp

20