JAGGAER THIRD PARTY CODE OF CONDUCT

JAGGAER, LLC, including all its subsidiaries, (“JAGGAER”) is committed to integrity and high standards of business conduct in everything we do, especially in our dealings with third parties including channel partners, resellers, system integrators, agents, suppliers and consultants (collectively “Third Parties”). JAGGAER expects that all Third Parties it engages adhere to applicable legal and regulatory requirements in their business relationships as set out in this Third Party Code of Conduct (“Code”) in connection with its activities for JAGGAER.

Third Parties are responsible to ensure that they and their employees, workers, representatives, suppliers and subcontractors comply with the standards of conduct set out in this Code and in other contractual obligations to JAGGAER. Please contact your JAGGAER point of contact if you have any questions about this Code or the standards of business conduct that all JAGGAER Third Parties are expected to satisfy.

Responsibilities of JAGGAER Third Parties

Fair Employment Practices: To (i) observe applicable laws and regulations governing wages and hours, recruitment and employment contracts; (ii) allow workers to choose freely whether to organize or join associations of their own choosing for the purpose of collective bargaining as provided by local law or regulation; (iii) prohibit discrimination, harassment and retaliation; and (iv) not hold or destroy a worker’s identity or immigration documents.

Environment, Health & Safety: (i) To comply with applicable environmental, health and safety (EHS) laws and regulations; (ii) to provide workers a safe and healthy workplace; (iii) to not adversely affect the local community; and (vi) to identify and manage environmental aspects of their organization including effective waste management, efficient use of natural resources, minimizing greenhouse emissions and to promote environmental responsibility.

Human Rights: (i) To respect human rights of your employees and others in your business operations and your activities for JAGGAER; (ii) not to employ workers younger than sixteen (16) years of age or below the applicable minimum age, whichever is higher; (iii) not to use forced, prison or indentured labor, or workers subject to any form of physical, sexual or psychological compulsion, exploitation or coercion, or to engage in or abet trafficking in persons.

Anti-Money Laundering; Anti-Bribery and Working with Governments: (i) To maintain and enforce a policy requiring adherence to lawful business practices, including anti-money laundering and a prohibition against bribery of government officials, (ii) not to offer or provide, directly or indirectly, anything of value, including cash, bribes, gifts, entertainment or kickbacks to any JAGGAER employee, representative or JAGGAER customer or to any government official in connection with any JAGGAER procurement, transaction or business dealing, and (iii) to provide supporting data to JAGGAER when requested.

Competition Law: Not to share or exchange any price, cost or other competitive information or engage in any collusive conduct with respect to any proposed, pending or current JAGGAER procurement.

Intellectual Property: To respect the intellectual and other property rights of JAGGAER and of third parties, including all patents, trademarks and copyrights.

Security and Privacy: (i) To respect privacy rights and secure the data of JAGGAER employees, customers, and suppliers (collectively, “JAGGAER Data”); (ii) to implement and maintain physical, organizational and technical measures to ensure the security and confidentiality of JAGGAER’s Data in order to prevent accidental, unauthorized or unlawful destruction, alteration, modification or loss of JAGGAER Data, misuse of JAGGAER Data, or unlawful processing of JAGGAER Data.

Trade Controls & Customs Matters: Not to transfer JAGGAER technical information to any third party without the express, written permission of JAGGAER, and to comply with all applicable trade control laws and regulations in the import, export, re-export or transfer of goods, services, software, technology or technical data including any restrictions on access or use by unauthorized persons or entities.

Controllership and Tax Law: To ensure that all invoices and any customs or similar documentation submitted to JAGGAER or governmental authorities or audited by third parties in connection with transactions involving JAGGAER accurately describe the goods and services provided or delivered and the price thereof, to ensure that all documents, communications and accounting are accurate and honest and not to take or participate in any actions that may be viewed as tax evasion or the facilitation of tax evasion.

How to Raise a Question or Concern

Subject to local laws and any legal restrictions applicable to such reporting, each JAGGAER Third Party is expected to inform JAGGAER promptly of any concern related to this Code affecting JAGGAER.  JAGGAER Third Parties also must take such steps as JAGGAER may reasonably request to assist JAGGAER in the investigation of any such occurrence involving JAGGAER. If Third Parties’ work is related to a U.S. government contract, Third Party must notify JAGGAER of any alleged non-conformance with this Code. JAGGAER Policy forbids retaliation against any person reporting such a concern.