The THRIVE Network Inc. values the business relationships we have and, therefore, view them as strategic partners in the success of our mission. As such, we expect those with whom we do business to share the same values and principles that allow The THRIVE Network Inc. to enjoy its strong reputation in the communities we serve. We are committed to conducting business and service in accordance with the highest ethical and legal standards and will always manage our vendor relationships with honesty, respect and integrity, offering equal opportunities for all concerned parties. Our Vendor Terms & Conditions details the guidelines and expectations for establishing and maintaining a business relationship with The THRIVE Network Inc. All vendors are expected to understand and comply with the guiding principles contained in the Vendor Terms & Conditions. The THRIVE Network Inc. appreciates the contributions that our vendors make toward the success of our mission and looks forward to continuing vendor relationships designed to ensure mutually beneficial business and success. Legal Compliance The THRIVE Network Inc. is committed to obey the law at all times. We expect our vendors to comply with all applicable laws, including without limitation laws relating to labor, employment, human rights, the environment and health and safety. Vendors shall conduct business competitively and in full compliance with all laws intended to promote free and fair competition and shall employ fair business practices including accurate and truthful advertising. The THRIVE Network Inc. expressly reserves the right to refuse to deal with vendors that do not comply with the law. Conflicts of Interest Vendors are required to disclose any situation that may appear to be a conflict of interest prior to entering into any business transaction. Examples may include vendors who have non-business relationships with The THRIVE Network Inc. employees, partners, and volunteers who can make decisions impacting the vendor’s business, or employees or family members of the vendor who serve as officers, directors, employees, agents or consultants of The THRIVE Network Inc. Employment Practices The THRIVE Network Inc. expects its vendors to conduct their employment practices in full compliance with all applicable laws and regulations and adhere to those relevant laws and regulations pertaining to equal employment opportunities, freely chosen employment, child labor, harassment, nondiscrimination, wages, benefits and working hours. Responsible Labor Practices The THRIVE Network Inc. has a deep interest in the condition and wellbeing of its employees, partners, and volunteers and those of its vendors and firmly the supports the concept of responsible contracting. As such, The THRIVE Network Inc. provides fair wages and fair benefits for its employees and, not only encourages, but expects that its vendors will provide their employees with similar fair wages and fair benefits. A fair wages is defined as a wage rate that approximates the generally accepted industry rate for the particular geographic area and trade classification. Fair benefits include without limitation employer subsidized family health care coverage, pension benefits and craft training. Vendors are required to acknowledge to The THRIVE Network Inc. prior to the commencement of any of The THRIVE Network Inc. initiatives their commitment to the principles of responsible contracting. Improper Payments The THRIVE Network Inc. requires its vendors to do business in an ethical and transparent manner. Bribes, kickbacks and other improper payments of any kind to The THRIVE Network Inc. employees or agents acting on behalf of The THRIVE Network Inc. are strictly prohibited. Identification of Concerns The THRIVE Network Inc. employees and its vendors are encouraged to report concerns or illegal activities without threat of reprisal, intimidation or harassment. The THRIVE Network Inc. will promptly investigate reported concerns and activities and expects it employees and vendors to cooperate in the investigation. If corrective action is required, The THRIVE Network Inc. will decide what steps are needed to address the issue. Confidentiality The THRIVE Network Inc. adheres to the strict guidelines of maintaining confidentiality and non-disclosure. During the normal course of business it may be necessary or advantageous for The THRIVE Network Inc. to disclose to our vendors certain information or ideas that The THRIVE Network Inc. deems proprietary or confidential, which information The THRIVE Network Inc. would not disclose to others unless an obligation of confidentiality protected such information. Therefore, our vendors agree not to use, exchange or disclose such confidential information without the prior express written consent of The THRIVE Network Inc. The THRIVE Network Inc. may require that vendors confirm this obligation of confidentiality by entering into Confidentiality Agreements with regard to any of the above confidential information and to ensure that The THRIVE Network Inc. privacy rights are protected. Advertising Vendors shall not engage in any advertising, publicity or other promotional activity which directly or indirectly mentions or refers to The THRIVE Network Inc. or a relationship between The THRIVE Network Inc. and the vendor in the absence of the prior written consent of an authorized representative of The THRIVE Network Inc. Continuous Improvement We are committed to continuous process improvement and strive to incorporate best practices in the way we do business from an economic, environmental and social perspective. We encourage vendors to seek continuous improvement in their own business processes and to identify and communicate any observed opportunities for improvement in our own work practices. Health and Safety The THRIVE Network Inc. is committed to the safety, health and wellbeing of its employees and conducts its operations in compliance with applicable laws and regulations. Vendors are expected to provide a safe working environment that supports accident prevention and minimizes exposure to health risks. Vendors are expected to comply with all legal and regulatory requirements regarding employee health and safety. The THRIVE Network Inc. is committed to keeping safety paramount and will do business only with vendors who demonstrate a commitment to safety. Environment Vendors shall operate in an environmentally responsible and efficient manner and shall strive to minimize adverse impacts to the environment. Vendors are encouraged to conserve natural resources, to avoid the use of hazardous materials where possible and to promote activities that reuse and recycle. The THRIVE Network Inc. expects vendors to comply with all laws, regulations, ordinances, rules, permits, license approvals and orders regarding the environment. Vendors shall, at a minimum: (a) obtain all required environmental permits, licenses and approvals and comply with all applicable operational and reporting requirements; (b) have systems in place to ensure the safe handling, movement, storage, recycling, reuse or management of waste, air emissions and wastewater discharges; and (c) have systems in place to prevent and quickly respond to all accidental spills and releases to the environment. Sustainability The THRIVE Network Inc. strives to manage its business in a sustainable and responsible way and desires to do business with vendors that share our concerns for and commitment to sustainable business practices. The THRIVE Network Inc. will seek business relationships with vendors that go beyond simple legal compliance and consistently look for new and better ways to conserve resources, reduce pollution and waste and enhance the communities in which they operate. Gifts and Entertainment The THRIVE Network Inc. employees are not permitted to accept, directly or indirectly, gifts, gratuities, prejudicial discounts, payments, fees, loans, entertainment, favors, services or other items of value from any vendor or other entity that may influence or appear to influence procurement decisions. Vendors shall avoid all activities that would place the vendor in a position where its judgment in its service to The THRIVE Network Inc. may or may appear to be biased or where the vendor could obtain or appear to obtain an unfair advantage. Supplier Diversity It is the policy of The THRIVE Network Inc. to provide all vendors equal access to procurement opportunities with the company. It is a proactive business process that is designed to develop and maintain a robust, diverse and qualified vendor base. Vendors are expected to utilize and develop diverse suppliers while performing work on The THRIVE Networks Inc.’s behalf. Third Party Rights This Vendor Terms & Conditions does not confer, nor shall it be deemed to confer, any rights on the part of third parties, including any third-party beneficiary rights. No employees of any vendor shall have any rights against The THRIVE Network Inc. by virtue of this Vendor Terms & Conditions, nor shall such employees have any rights to cause The THRIVE Network Inc. to enforce any provisions of this Vendor Terms & Conditions, the decision with respect to any such actions being reserved by The THRIVE Network Inc. in its sole discretion. We thank you for your compliance with these Vendor Terms & Conditions and look forward to a mutually beneficial relationship with all of our vendors based on the highest levels of ethical behavior. Conclusion The THRIVE Network Inc. relationships with its vendors must be characterized by honesty, integrity and fairness. As such The THRIVE Network Inc. will; (1) not reveal a vendor’s pricing, technology or other confidential information; (2) not make false or misleading remarks to others about vendors, their services or their products; (3) deal with all vendors in a fair and objective manner without favor or preference based on personal financial considerations or personal relationships; (4) obey the letter and spirit of applicable laws and regulations; (5) be truthful with our vendors; (6) disclose any potential conflict of interest; (7) report any known or suspected violations of law or policy; and (8) adhere to the highest standards of ethical behavior.