These terms prevail over and are in addition to or modify the terms of your IBM Agreement, and may be changed by IBM upon written notice.
This Code of Conduct (Code) applies to all your activities in your IBM business relationship with us. By establishing this Code and making it part of your relationship with IBM, we are acknowledging your critical role in defining and protecting our most valuable collective asset - the trust that our clients, investors, colleagues and communities place in IBM and our business associates.
Our industry and the markets we serve continue to undergo significant changes. As a whole, these changes make the ways in which we do business more complex and constantly present new regulatory, ethical and legal issues. You must observe the highest ethical principles in all your activities in your IBM business relationship, and avoid engaging in any activity that involves even the appearance of impropriety.
This Code defines the minimum standards of business conduct and business practices with which IBM expects you to comply in regards to your IBM business relationship. If local laws and regulations are more permissive than this Code you are expected to comply with the Code. If local laws and regulations are more restrictive, you must always comply with those legal requirements.
This Code is not legal advice or legal guidance. You should consult with a licensed attorney for questions regarding the legal requirements that apply to your business activities.
Financial Integrity and Accounting
Accurate and reliable financial and business records are of critical importance. You should not engage in any actions that could result in conveying false or inaccurate financial information to IBM or our clients. You must ensure that all submissions you make to IBM, for example, orders, sales reporting, special bid requests, rebates, reimbursement requests, are complete and accurate.
No Wrongful Payments
At all times you are required to comply with all applicable US and local anti-bribery laws, such as the United States Foreign Corrupt Practices Act and similar local laws. You must not, directly or indirectly, make or offer bribes, kickbacks, or other payments of money or anything of value to anyone, including officials, employees, or representatives of any government, company, or public or international organization, or to any other third party, for the purpose of wrongfully obtaining or retaining business related in any way to IBM Products or Services. This includes giving money or anything of value to any third party; where there is reason to believe it will be passed on to anyone involved in the business decision process for the purpose of influencing the decision. When dealing with others, including other IBM business associates, you must exercise reasonable due diligence to ensure that you are aware of any potential warning signals that may indicate potential issues.
Anti-Trust and Competition Laws
You must fully comply with all applicable antitrust and competition laws and regulations. While these laws vary somewhat among jurisdictions, IBM’s policies require, at a minimum, if you are approved by IBM to remarket IBM Products and Services, that you do so as part of your independent business model and on terms and pricing that you set unilaterally. Furthermore, it is not permissible for you and competing IBM resellers to do or attempt to do any of the following: 1) fix or control prices for IBM offerings, 2) join together to boycott suppliers or clients, 3) divide or allocate markets or customers, or 4) coordinate competing bids.
Competing Fairly
IBM expects you and your employees to compete fairly and ethically for all business opportunities. Your employees involved in the sale of IBM Products and Services must ensure that all statements, communications, and representations to clients are accurate, complete, and truthful. Similarly, you must not make or attempt to make any unauthorized commitments on behalf of IBM or clients, nor inappropriately implicate or involve IBM in your disputes with clients or others. Similarly, you should not defame or disparage IBM, other IBM business associates, competitors or clients.
Dealing with Government Clients
You must be aware of and observe all laws, rules, regulations, including procurement regulations, and contract clauses that govern the acquisition of goods and services by government entities to which you directly or indirectly market or recommend IBM Products and/or Services, including federal, state, local, and foreign government agencies, as well as entities that are government-owned or –controlled or subject to government procurement rules ("government clients"). Bear in mind that activities that may be appropriate when dealing with nongovernmental customers may be improper and even illegal when dealing with government clients.
Certain prohibitions, limitations or requirements relating to the payment and/or receipt of fees and other benefits may apply when you directly or indirectly market IBM Products and/or Services to government clients. Such provisions can arise from a variety of sources, including statutes, regulations, and government contracts or subcontracts under which you resell IBM Products and/or provide Services related to the same project. You are not eligible for the payment of fees or other compensation in connection with marketing of IBM Products and/or Services to government clients if you hold a contract with a government client under which you advise on the selection of Products and/or Services. In all other government transactions, as well as commercial transactions, you must ensure before requesting fees or other compensation that such payment is permitted by all applicable laws, rules, regulations, and client contracts and policies, as well as authorized by your applicable agreement with IBM. Further, if required by law, regulation, or your client’s policy or contract, you must disclose the potential fee in writing to the client. If the client is a government client, you must also notify the government client, in writing, of your role in marketing IBM Products and/or Services, including that you may receive a fee from IBM in the subject transaction, and, on IBM’s request, provide IBM with a copy of this written notice to be eligible for the payment of applicable fees or other compensation. Some government clients may require you to formally register with them prior to engaging in any marketing activities. In the event you violate any of these requirements or other applicable law, IBM is not liable to pay you any compensation for the subject transaction, and if any compensation has already been made, you must repay it promptly. Because applicability of legal restrictions may depend on the provisions of your contracts and subcontracts, and other circumstances of a transaction that may be known only by you, it is your responsibility to determine in each instance whether a potential fee or benefit is permitted, and whether such registration and/or disclosure is required.
Compliance with Securities and Insider Trading Laws
You must comply fully with applicable insider trading and securities laws governing transactions in IBM securities, as well as those of our mutual clients. Securities include common stocks, bonds, options, futures, and other financial instruments. If you possess or have access to material, non-public information gained through your work with IBM or our clients; you must use that information solely for the purpose for which it was provided to you. You may not use it to trade in securities. These restrictions also apply to family members, friends, and associates.
Business Courtesies
You must ensure that all business courtesies, gifts, and entertainment you provide to clients, IBM employees and others comply with all applicable laws, are in the ordinary and proper course of business, and can not reasonably be construed as bribes or other improper inducements.
Intellectual Property
You are responsible for protecting IBM and client intellectual property rights. An important element of such protection is maintaining the confidentiality of IBM and client confidential information and other proprietary information. You must not reproduce copyrighted software, documentation, or other materials unless you are properly authorized to do so. You must observe applicable data privacy requirements.
Respect and Dignity
You must provide your employees with a work environment free of coercion and harassment.
Communication
You will ensure this Code (and other relevant information and related on-going education) is provided to your employees who work with IBM personnel and IBM Products or Services.
Monitoring / Record Keeping
You must maintain documentation reasonably necessary to demonstrate compliance with this Code and must provide IBM with access to that documentation upon IBM’s reasonable request.
Compliance
Any violation of this Code by persons working for, or on behalf of your firm will constitute the basis for the immediate termination of your IBM business relationship(s) with IBM, including all related contracts.
Reporting Violations
If you become aware of any unlawful or unethical situation involving or related to the sale of IBM Products and Services; you must immediately notify IBM at TELLIBM@US.IBM.COM and communicate any information you have regarding the incident or situation.
