Couchbase’s Code of Conduct For Partners and Suppliers

1. Background

Couchbase, Inc. and its subsidiaries (collectively “Couchbase”) are committed to upholding the highest standards of business conduct and ethics and conducting all activities in accordance with applicable laws as well as our most fundamental shared values. Couchbase expects its partners, contractors, vendors, suppliers, agents and other intermediaries, and their respective employees and affiliates, (collectively, “Suppliers” or “you”) to maintain these values. This Code of Conduct (the “Code”) describes the policies and standards by which Couchbase requires its Suppliers to conduct business.

This Code is not intended to cover every possible situation that may give rise to an ethical or legal concern, but is intended to promote:

• ethical behavior, fair dealing and workplace conduct;
• the deterrence of wrong doing;
• fair and accurate financial reporting;
• compliance with applicable laws, rules and regulations; and
• the prompt reporting of violations of this Code, as set forth in this Code.

Suppliers are expected to review, understand and comply with the policies set forth in this Code. The Code should be viewed as the minimum standards that we expect from our partner and supplier community and is not intended in any way to lessen your contractual obligations with Couchbase. Should you have any questions about the content of the Code, please direct your query to:
Legal@couchbase.com.

2. Ethical Behavior, Fair Dealing and Workplace Conduct

Couchbase’s reputation for integrity is its most valuable asset and is directly related to the conduct of its team members, as well as its Supplier community. Suppliers should ensure that their employees never use their position with their companies, or any of its customers, for private gain, to advance personal interests or to obtain favors or benefits for themselves, members of their family or any other individual, corporation or business entity. Couchbase adheres to the highest legal and ethical standards, and conducts business in strict observance of both the letter and spirit of all applicable laws.

Our team members, our Suppliers and our customers have the right to respectful treatment. Couchbase will not tolerate discrimination, harassment or victimization in the workplace and expects all Suppliers to provide the same commitment.

3. Confidentiality, Protection of Assets

In the course of Suppliers engagement with Couchbase, Suppliers may have access to trade secrets or similarly protected proprietary or confidential information regarding Couchbase’s business (such as, but not limited to, financial data, research and development, marketing, business plans or strategies, suppliers, business partners or customers). Suppliers have a responsibility to prevent revealing or divulging any such information unless it is necessary to do so in the performance of Supplier’s contractual obligations or as required by law.

Access to, or disclosure of, confidential information should be on a “need-to-know” basis and expressly authorized by Couchbase. Any breach of this provision will not be tolerated, and legal action may be taken by Couchbase.

Suppliers should endeavor to protect Couchbase’s assets (including data, systems, and equipment) to which Supplier has access and ensure their intended and authorized use. Any suspected incident of fraud or theft should be reported immediately to Couchbase’s legal team at Legal@couchbase.com for investigation.

4. Conflicts of Interest

Couchbase expects all Suppliers to conduct themselves and business in a manner that reflects the highest standards of integrity and ethical conduct, in accordance with all federal, state, and local laws and regulations. This includes avoiding real and potential conflicts of interests.

Suppliers should avoid situations that might impair, or even appear to impair, their ability to make objective and fair decisions when working with Couchbase. Suppliers are expected to use good judgment, to adhere to high ethical standards, and to avoid situations that create an actual or potential conflict between Supplier’s interests, and the interests of Couchbase.

Suppliers may give and accept common courtesy items that are appropriate and modest, associated with customary business practices and for a legitimate business purpose. However, Suppliers must not give, seek or accept for themselves or others any gifts, favors, entertainment, or payments where doing so would create a conflict of interest or violate US or applicable local laws.  Suppliers should not give or accept gifts with an intent to influence Couchbase customers, prospects, employees or representatives or to obtain an improper business advantage, or in exchange for favors or benefits.   

5. Compliance with Laws and Regulations

Couchbase expects Suppliers to obey applicable laws and governmental regulations that are applicable to its activities.  This includes, but is not limited to, compliance with the following:

• Anti-money laundering laws
• Fair competition laws and laws prohibiting restraints of trade and other unfair trade practices,
• U.S. embargoes, export controls and anti-boycott laws,
• Anti-bribery and anti-corruption laws,
• Applicable securities laws,
• Laws prohibiting the unauthorized use, reproduction or distribution of any third party’s trade secrets, copyrighted information or confidential information,
• Applicable environmental laws,
• Applicable labor law and regulation to promote a safe and healthy work environment that is free from unlawful discrimination, harassment or retaliation,
• Laws prohibiting forced labor, slavery, human trafficking and other human rights violations, and
• Laws protecting the reasonable privacy expectations of customers, partners, suppliers, visitors to our website, and employees.

Some of the above topics may be covered in more detail in this Code, but Suppliers should be knowledgeable about specific laws and regulations that apply to its business and operations. If a law conflicts with a policy in this Code, Supplier must comply with the law.

Anti-Bribery & Anti-Corruption Laws

Couchbase is committed to conducting its business ethically and in compliance with all applicable anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, the United States Travel Act, the OECD Anti-Bribery Convention, and similar laws in other countries that prohibit improper payments to obtain a business advantage (collectively, “Anti-Corruption Laws”). Each Supplier has a personal responsibility and obligation to conduct business activities ethically and in compliance with all Anti-Corruption Laws and applicable portions of Couchbase’s Anti-Bribery and Anti-Corruption Policy. Failure to do so may result in termination of a Supplier’s relationship with Couchbase.

Human Rights and Labor Law

All Suppliers must comply with applicable human rights and labor laws in the jurisdictions in which they operate, including modern slavery laws and health and safety rules and regulations. In addition, Suppliers should have robust means of ensuring that their subcontractors also comply.

Data Privacy Laws

Suppliers must ensure that their control and processing of personal information is in accordance with, and their information systems comply with, applicable data protection laws and regulations. Suppliers are also expected to have a privacy policy setting out how Supplier handles personal information.

Antitrust Laws

Couchbase is committed to fair and open competition and the fostering of a competitive marketplace. Antitrust laws are designed to promote a free and open marketplace by prohibiting activities that restrain trade such as anti-competitive agreements or collusion among competitors. Suppliers have a responsibility to comply with these laws in every region where they operate and to avoid even the appearance of unfair competition.

The following are some examples of prohibited activities under antitrust laws:

• Discussing or agreeing on prices with competitors;
• Orchestrating bids with competitors or directing contracts to certain bidders i.e., bid rigging;
• Allocating or splitting up customers or markets with competitors; and/or
• Agreeing with competitors to boycott a partner, supplier or customer.

Illegal agreements under antitrust laws do not have to be signed contracts and may be as simple as informal “handshake” understandings between parties.

Failing to comply with antitrust laws could result in large fines and even criminal liability for you and/or Couchbase. The laws governing this area are complex and you should seek legal counsel immediately should any questions arise.

Insider Trading Laws

Under federal and state securities laws, it is illegal to trade in the securities of a company while in possession of material nonpublic information about that company. Suppliers may have knowledge of specific confidential information that is not disclosed outside of Couchbase which will constitute material nonpublic information, trading in the Couchbase’s securities, or in the securities of those companies with which Couchbase does business, by Suppliers, or persons to whom Suppliers may provide material nonpublic information to, could constitute insider trading, violating the law. It is your responsibility to comply with these laws and not to share material nonpublic information.

Export Regulations

Suppliers shall comply with all international and domestic export and economic sanctions laws or regulations applicable to their business and during the course of their engagement with Couchbase.

6. Financial Integrity, Records and Accounting

Suppliers are responsible for the accurate and complete reporting of financial information with respect to the provision of goods or services to Couchbase.  Financial information submitted to Couchbase, government agencies or the general public must be full, fair, accurate, timely and understandable.  All agreements with Couchbase should be in writing and executed by a Supplier representative with appropriate authority.

7. Compliance with the Code

If a Supplier is aware of a suspected or actual violation of this Code, the Supplier should report it to Couchbase by emailing: Legal@couchbase.com. In such circumstances, the Supplier should provide a specific description of the violation that it believes has occurred, including any information the Supplier has about the persons involved and the time of the violation.