Vendor Code of Conduct

As of Jun 01, 2023

Introduction

Harness Inc. and its subsidiaries (“Harness,” “we,” or the “Company”) operate business in a responsible manner and strive to achieve the highest standard of business and professional integrity. We expect our vendors, suppliers, distributors, partners, business associates, and third party representatives (collectively, “Vendors”) to do the same.

This Vendor Code of Conduct (the “Code”) sets forth Harness’s expectation that our Vendors uphold the highest standards of ethics and comply with all applicable laws and regulations. This expectation is in addition to, and not in replacement of, any Vendor’s existing legal and contractual obligations to Harness, including Harness’s Partner Code of Conduct (as applicable). Failure to comply with this Code may result in termination of Harness’s business relationship with a Vendor. We reserve the right to review and update this Code at our sole discretion.

Harness encourages Vendors to bring questions or concerns about this Code to their Harness point of contact or compliance@harness.io.

Compliance with Applicable Governmental Laws, Rules, and Regulations

Harness expects its Vendors to comply with both the letter and the spirit of all laws, rules, and regulations that apply to the Vendor’s business, particularly those related to Vendor’s performance of duties for Harness.

Anti-Bribery and Anti-Corruption

Harness prohibits bribes, kickbacks, or other improper or illegal payments of anything of value from being directly or indirectly offered, given, authorized, promised, solicited, or accepted in any way related to Harness, whether it involves public officials (including officers or employees of governments or state-owned entities) or private parties.

Harness prohibits bribery to influence a public official, to obtain or retain business from any party, or to secure an unfair business advantage.

Harness also prohibits Vendors from making facilitation payments, or small, unofficial payments to public officials to expedite routine, non-discretionary government decisions (even if permissible under local law).

Antitrust, Competition, and Fair Dealing

Harness expects its Vendors to comply with applicable antitrust and competition laws designed to promote fair and open competition, particularly as it relates to Harness.

Vendors are prohibited from directly or indirectly entering into any formal or informal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition, or otherwise unreasonably restrains trade.

Vendors must deal fairly with Harness’s customers, service providers, suppliers, competitors, and employees.

Vendors may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

Export, Customs, Trade Control, and Anti-Money Laundering

Harness expects its Vendors to comply with all applicable export, customs, and trade control laws and regulations, including economic and trade sanctions laws, antiboycott laws, and any related licensing requirements.

Harness also expects its Vendors to comply with all applicable anti-money laundering laws and regulations.

Conflicts of Interest and Corporate Opportunities

Vendors must avoid actual or potential business or financial conflicts of interest involving Harness—i.e., instances where the Vendor’s personal interests (including interests of the Vendor itself or the Vendor’s employees, officers, or directors) interfere or appear to interfere with Harness’s interests.

Vendors are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of Harness property, information, or positions; (b) using Harness property, information, or positions for personal gain; or (c) competing with Harness for business opportunities.

Any actual or potential conflicts of interest must be promptly reported to Harness.

Record Management and Recording Transactions

Vendors are expected to ensure that all financial books, records, and accounts related to their relationship with Harness accurately reflect transactions and events. Vendors must not falsify documents, transactions, or accounting records related to Harness.

Vendors must also establish and maintain a risk management system to verify compliance with applicable laws and to quickly recover and continue operation of their business in the event of a disaster.

Confidential Information

We expect our Vendors to safeguard and protect Harness’s confidential information, as well as the confidential information of Harness’s customers, suppliers, stockholders, Harness employees, and/or other third parties. Confidential information should be interpreted broadly to include all non-public information relating to Harness or other companies that would be harmful to the relevant company (or useful to competitors) if disclosed.

Harness prohibits Vendors from misusing proprietary information or trade secret information that was obtained without the owner’s consent, or from using confidential information for personal gain.

Vendors are also prohibited from issuing any press releases or making any other public statements regarding Vendor’s relationship with Harness absent Harness’s prior written approval.

Data Privacy

Vendors must comply with all applicable laws and regulations regarding the protection of personal information or other sensitive or protected information. Vendors must also assist Harness in complying with its own obligations in this regard.

Human Rights, Fair Labor Practices, and Freedom of Association

We expect our Vendors to comply with all applicable laws prohibiting forced labor, human trafficking, and slavery. Vendors must not use any form of forced labor including prison, indentured, bonded, military, slave, or any other forms of forced labor. Vendors must not participate in the recruitment, transportation, transfer, harboring, or receipt of any persons by means of threat, use of force, or any other forms of coercion, abduction, fraud, deception, abuse of power, or position of vulnerability, or the giving or receiving of payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation. Vendors must not retain an employee’s government-issued identification, passport, or work permit as a condition of employment and must allow employees to resign from their positions at any time.

We also expect our Vendors to comply with all applicable laws prohibiting child labor. Vendors must not directly or indirectly employ workers that are younger than the minimum employment age established by the respective country or local jurisdiction. In the event no minimum employment age is established, Vendors’ employees must not be younger than the age of compulsory education.

Vendors must comply with all applicable wage and hour laws, including those relating to minimum wage, overtime hours, and other elements of compensation, and must provide all legally mandated benefits. Vendors must not require employees to work more than the maximum number of hours permitted under applicable laws.

Vendors must adhere to applicable laws regarding employees’ rights to affiliate with lawful organizations without interference.

Harassment

Harness expects its Vendors to conduct themselves in a professional manner with courtesy and respect for others. We do not tolerate harassment by our Vendors in any form. We also expect our Vendors to ensure their employees can perform work in an environment free from verbal, physical, or sexual harassment, or other abusive conduct.

Non-Discrimination

Harness is committed to providing equal opportunities in employment, development, and advancement for all qualified persons—and we expect our Vendors to share that commitment. Harness does not tolerate illegal discrimination by its Vendors. Vendors must maintain a workplace free of unlawful discrimination, which includes, but is not limited to, race, gender, sexual orientation, age, pregnancy, caste, disability, union membership, ethnicity, religious belief, or any other factors protected by applicable law.

Environment, Health, and Safety

Harness expects its Vendors to comply with both the letter and the spirit of applicable health, safety and environmental laws and regulations, including requirements for chemical and waste management and disposal, recycling, industrial wastewater treatment and discharge, air emissions controls, environmental permits, and environmental reporting. Vendors must also provide workers with a safe and healthy work environment.

Use and Protection of Harness Corporate Assets

If provided with Harness assets (including technology, software, proprietary information, or other physical assets), Vendors are expected to protect these assets and ensure their efficient use for legitimate business purposes.

Compliance

Vendors must establish and maintain a process of ensuring compliance with this Code. This includes communicating the requirements of this Code to all employees, affiliates, agents, and subcontractors of the Vendor. Vendors must maintain all documentation necessary to demonstrate its compliance with this Code, which may be demonstrated through compliance with Vendor’s own code of conduct or applicable company policies. Upon Harness’s request, Vendor should be prepared to provide Harness access to such documentation.

Reporting

Vendors may report any actual or potential violations of this Code or applicable law to Harness via the Company’s whistleblower hotline. The whistleblower hotline can be contacted through the following channel:

EthicsPoint Website (contains country-specific instructions for both online and phone submission of reports)

Vendors must prohibit retaliation in any form against anyone who, in good faith, reports any actual or potential violation of this Code, or any illegal or unethical behavior.