Contractor and Vendor Guidelines

THESE CONTRACTOR AND VENDOR GUIDELINES (the “Guidelines”) outline best practices for all contractors and vendors providing goods and services directly or indirectly to CLEAResult Consulting Inc., its affiliates (collectively, “CLEAResult”) and/or a client of CLEAResult. Each contractor or vendor is responsible for ensuring the compliance of its goods and services providers. Any failure of a contractor or vendor to comply with the Guidelines may result in immediate termination of that contractor’s or vendor’s contract with CLEAResult.

1. Conflicts of Interest

CLEAResult Data shall mean: a. CLEAResult requires contractors and vendors to disclose any actual, apparent or potential conflicts of interest relating to personal or business relationships with CLEAResult, its clients or other business associates. CLEAResult contractors and vendors must avoid any circumstances that could (i) impair objectivity in formulating or effectuating our policies; (ii) weaken the ability to further or promote CLEAResult’s best interests; or (iii) give the appearance of favorable treatment of certain outside organizations or individuals with whom CLEAResult conducts business. Because it is impossible to list every situation that could constitute a conflict of interest, this document provides general guidelines. If you require advice regarding a legal issue or situation, or want to obtain information about a situation that is not expressly addressed in the Guidelines, please contact the Chief Legal Officer of CLEAResult. b. For example, contractors and vendors may not (i) participate in or promote any CLEAResult activity in which they have a financial or personal interest; (ii) accept compensation from any third party for work performed for CLEAResult or any of its clients; (iii) use any confidential information of CLEAResult or any of its clients for any personal profit or advantage; (iv) solicit or accept anything of value not authorized by CLEAResult under a contract or otherwise in writing from CLEAResult employees, clients or business associates; or (v) offer anything of value to CLEAResult employees. c. For the protection of both CLEAResult and the contractor or vendor, it is essential that all such conduct or transactions be fully disclosed to CLEAResult as soon as they arise. In all cases of doubt, contractors and vendors must make full disclosure. Contractors and vendors are required to abide by any final determination at the discretion of CLEAResult regarding whether a financial or personal interest potentially conflicts with CLEAResult’s interests.

2. Political Activities

a. Bribery. CLEAResult contractors and vendors are prohibited from offering or providing gifts or any gratuities to government officials. As a general rule, government employees may not accept entertainment, meals, gifts, gratuities, and other things of value from those with whom their departments or agencies do business or over whom they have regulatory authority. According to the terms of the United States Foreign Corrupt Practices Act and similar laws in many other jurisdictions, no one may give money or valuable items to a foreign official with the intent of influencing that person’s government. This restriction also applies to offering or giving money or valuable items to anyone else who will use them to influence foreign officials. Lobbying. “Lobbying” is defined as attempting to influence a government official’s administrative or legislative decision-making through providing a benefit or spending money. Any Lobbying on behalf of CLEAResult or its clients requires express written approval before it can begin. The Lobbying request must (1) state the government official(s) or entity the Lobbying will involve, (2) the benefit and/or money being expended, given or spent during the Lobbying effort, (3) the policy, legislation or administrative action that is the focus of the Lobbying and (4) the person(s) or entity doing the Lobbying. The Lobbying request must be approved in writing by CLEAResult’s Regional Senior Vice President with authority over the region associated with the project, the Chief Legal Officer and the Vice President of Regulatory Affairs prior to beginning the Lobbying.

3. Accounting and Corporate Records

CLEAResult Data shall mean:

a. CLEAResult contractors and vendors must comply with general accounting best practices at all times. Financial information and other corporate data must be complete, accurate and current with all assets, funds and liabilities fully and properly recorded.

b. CLEAResult holds each contractor and vendor responsible for upholding these standards. Contractors and vendors are expected to cooperate fully with CLEAResult’s auditors. CLEAResult reserves the right to terminate immediately its relationship with any contractor or vendor whose activities involve false financial reporting.

4. Labor and Employment Laws

a. CLEAResult is committed to fair labor practices. Contractors and vendors of CLEAResult must be in full compliance with all labor and employment laws at all times while performing work for CLEAResult. Any contractor or vendor who fails to comply with labor and employment laws is subject to immediate contract termination. Contractors and vendors must have controls in place to verify employment eligibility and ensure compliance with wages and hour laws, including but not limited to those prescribing minimum wages, overtime, work hours and legally-mandated benefits.

b. Contractors and vendors of CLEAResult are responsible for ensuring a safe and healthy work environment and take proactive measures to prevent accidents and minimize health risk, including full compliance with all applicable occupational health and safety laws and regulations. Contractors and vendors must also maintain whistleblower and non-retaliation protections.

5. Business Diversity and Anti-Discrimination

a. CLEAResult contractors and vendors must prohibit discrimination and any form of harassment or bullying in the workplace. CLEAResult requires compliance with all anti-discrimination and equal employment opportunity laws. Contractors and vendors should also support diversity and equal opportunity in their workplaces.

b. CLEAResult is committed to providing opportunity for small, diverse and disadvantages business enterprises. This includes businesses where historically socially and economically disadvantaged individuals own at least fifty-one (51) percent of the company, control its management, and actively lead the daily business operations to provide products and services to CLEAResult. CLEAResult expects its contractors and vendors to join us in honoring this commitment.

6. Sustainability

CLEAResult is committed to being an environmental leader and demonstrating this through our actions. CLEAResult expects Contractor to work collaboratively and in partnership with CLEAResult to develop innovative and sustainable ideas, products, services and operations to continually reduce harmful effects on human health and the environment with the following objectives: (a) establish an environmental policy framework; (b) participate in outreach to educate others about environmental responsibility; (c) reduce environmental impacts by reducing carbon emissions, energy and water use, and recycling waste; (d) purchase or produce products and services that are environmentally friendly; and (e) share best practices with CLEAResult.

7. Government Investigations

a. Contractors and vendors must refer all matters involving investigations or proceedings by the government or other regulatory overseer to CLEAResult. If approached in connection with any investigation or proceeding, the contractor or vendor must refer the investigator to CLEAResult’s Chief Legal Officer and immediately notify CLEAResult. Contractors and vendors are not authorized to grant access to any client files or provide any information about work performed for CLEAResult or its clients without the participation of CLEAResult’s legal counsel.

b. CLEAResult contractors and vendors must retain all records in compliance with the terms of their contract and hold all records upon receipt of any litigation hold or other similar request in anticipation of any pending investigation. Contractors and vendors may never destroy or alter any related documents in anticipation of a request for that document or lie or make any misleading statement in any government or other investigatory proceeding.

8. Compliance and Reporting

All contractors and vendors of CLEAResult are responsible for meeting the standards contained in the Guidelines and are obligated to attempt to prevent any violation. If a contractor or vendor has information about, or knows of, any actual or contemplated actions or omissions that appear to violate the terms set forth herein, it must promptly report that information to CLEAResult’s Chief Legal Officer. CLEAResult will handle all reports from contractors and vendors as confidentially as possible; however, legal, ethical or practical considerations may require that we disclose certain reports on a limited basis. At its discretion or upon the request of a client, CLEAResult may require any contractor or vendor to submit to the Chief Legal Officer a statement certifying compliance with the Guidelines and that it does not have knowledge about any possible violations.