Vendor Code of Conduct

Cleary Gottlieb Steen & Hamilton LLP (hereafter “Cleary Gottlieb” or “CGSH”) is committed to the highest standards of social responsibility and ethical conduct.

Cleary Gottlieb’s Vendors (as defined below) are required to provide safe working conditions, treat workers with dignity and respect, and act fairly wherever they make products or perform services for Cleary Gottlieb. Vendors should be aware that Cleary Gottlieb takes a zero tolerance approach to slavery and human trafficking in any form. Cleary Gottlieb requires its Vendors to agree to, and operate in accordance with the principles detailed in this most recent version of this Vendor Code of Conduct (“Code”). 

This Code, which is incorporated in contractual agreements, expects every Vendor to fully comply with all laws, regulations and registrations in the jurisdictions in which they operate, but also goes beyond mere compliance with the law by drawing upon internationally recognized standards to advance social and managerial responsibility. This Code outlines Cleary Gottlieb’s expectations for Vendor conduct regarding labor and human rights, health and safety, ethics and management practices. Vendor shall be responsible for monitoring the website containing the Code and shall promptly let CGSH know if Vendor falls out of compliance.

Cleary Gottlieb requires adherence to this Code by its Vendors, and will assess compliance via Vendor appraisal or periodic review.  Any violations of this Code shall jeopardize the Vendor’s business relationship with Cleary Gottlieb, up to and including termination. This Code applies to all business performing services or providing goods to Cleary Gottlieb, including those referred to as suppliers, contractors, consultants, vendors or any other term referring to a business performing services or providing goods to Cleary Gottlieb and their subsidiaries, affiliates and subcontractors (each a “Vendor”; collectively, “Vendors”).  To the extent there is a conflict between this Code of Conduct and Vendor’s MSA or any SOW, this Code of Conduct shall be inferior and superseded.

1. Labor & Human Rights

Cleary Gottlieb believes all workers in our supply chain deserve a fair and ethical workplace.  Workers must be treated with the utmost dignity and respect, and Vendors shall uphold the highest standards of human rights.  Cleary Gottlieb is also committed to maintaining effective systems and controls in place to safeguard against any form of slavery or human trafficking occurring within our organization or in our supply chains.

1.1 Anti‑Discrimination. Vendor shall not discriminate against any worker based on any applicable protected characteristic, including without limitation age, disability, ethnicity, gender identity or expression, marital status, national origin, political affiliation, race, religion, sexual orientation, union membership or any other basis prohibited by law, in hiring and other employment practices.

1.2. Anti‑Harassment and Abuse. Vendor shall commit to a workplace free of threats of violence, physical punishment, confinement or other form of physical, sexual, psychological or verbal harassment and abuse.  Vendor shall treat each employee with dignity and respect.

1.3 Prevention of Involuntary Labor and Human Trafficking. Vendor shall ensure that all work is voluntary and shall respect workers’ ability to terminate employment freely without penalty, given reasonable notice or as per any relevant collective agreements.  Vendor shall not traffic or tolerate the trafficking of persons under any circumstances or use any form of slave, forced, bonded, indentured or prison labor.

1.4 Ethical Recruitment. Vendor shall maintain an ethical recruitment policy and shall ensure that workers are not responsible for the payment of recruitment fees to any party in relation to their recruitment.

1.5 Prevention of Underage Labor. Vendor shall not employ child labor and shall comply with the minimum of local minimum working age laws and requirements.

1.6 Working Hours. Vendor shall follow all applicable laws and regulations with respect to working hours and days of rest, and all overtime must be voluntary.

1.7 Wages and Benefits. Vendor shall ensure that all workers receive at least the legally mandated minimum wages and benefits.

1.8 Freedom of Association.  Vendor shall recognize and respect the rights of its workers to organize labor unions and collective bargaining units in accordance with local labor laws and established practices.

1.9 Access to Information. Vendor shall ensure that its workforce are aware of their rights in connection with their employment.

2. Health & Safety

Worker health, safety and well‑being is important to Cleary Gottlieb.  Vendor shall provide and maintain a safe work environment and integrate sound health and safety management practices into its business.  Workers shall have the right to refuse unsafe work and to report unhealthy working conditions confidentially and anonymously without fear of retaliation.

2.1 Occupational Health, Safety and Hazard PreventionVendor shall identify, evaluate and manage occupational health and safety hazards.

2.2 Emergency Prevention, Preparedness and Response. Vendor shall identify and assess potential emergency situations and develop and implement appropriate emergency plans and response procedures.

2.3 Incident ManagementVendor shall have a system for workers to report health and safety incidents and near‑misses, as well as a system to investigate, track and manage such reports.

2.4 ErgonomicsVendor shall identify, evaluate and control worker exposure to tasks that pose ergonomic risks.

2.5 Health and Safety CommunicationVendor shall provide workers with appropriate workplace health and safety training and information.

3. Ethics

Cleary Gottlieb expects the highest standards of ethical conduct in all of its endeavors.  Vendor shall always be ethical in every aspect of its business, including relationships, practices, sourcing and operations.

3.1 Business Integrity. Vendor shall not engage in corruption, extortion, embezzlement or bribery to obtain an unfair or improper advantage in the course of doing business.  Vendor shall abide by all applicable anti‑corruption laws and regulations, including, but not limited to, anti‑money laundering and anti‑bribery laws of the countries in which it operates.

3.2 Community Engagement. Vendor is encouraged to help foster social and economic development and contribute to the sustainability of the communities in which it operates.

3.3 Competition. Vendor shall apply fair business practices in the course of doing business and comply with all applicable anti‑trust and competition laws.

3.4 Business Solicitation. Vendor shall refrain from speculatively soliciting business directly from known or unknown Cleary Gottlieb employees by letter, email or telephone (e.g., cold calling, direct marketing, etc.).  Vendors are encouraged to contact their assigned relationship manager to discuss mutually beneficial and more effective methodologies of growing the business relationship.

4. Management Practices

Cleary Gottlieb believes that sound management systems and commitment are key to enriching the social well‑being of its supply chain.  Cleary Gottlieb holds its Vendors accountable to this Code and all of its standards.  Vendor shall implement or maintain, as applicable, a management system that facilitates compliance with this Code and the law, that identifies and mitigates related operational risks and that facilitates continuous improvement.

4.1 Company StatementVendor shall develop a company statement affirming its commitment to high standards of social responsibility, ethical conduct and continuous improvement.

4.2 Management Accountability and ResponsibilityVendor shall identify company representatives responsible for ensuring the implementation and periodic review of its management systems.

4.3 Risk Assessment and ManagementVendor shall develop and maintain a process to identify and manage labor and human rights, health and safety, business ethics and legal compliance risks associated with its operations.

4.4 Supply Chain Compliance. Vendor is expected to carry out appropriate due diligence on its own vendors and require them to adhere to standards which are similar to those described in this Code.  Vendor will supply to Cleary Gottlieb, on request, details of the due diligence undertaken on its supply chain.  Cleary Gottlieb also expects Vendor to avoid treating or making demands on Vendor’s supply chain that might in any way lead Vendor’s suppliers to violate human rights or other provisions of this Code of Conduct.  Examples of this might include Vendor making late payments or placing late orders as a matter of routine.

4.5 Audits and AssessmentsVendor shall perform, and allow Cleary Gottlieb or its third parties to perform, periodic evaluations of its facilities and operations to ensure compliance with this Code and the law.

4.6 Corrective Action Process. Vendor shall have a process for timely correction of any deficiencies or violations identified by an internal, external or client audit, assessment, inspection, investigation or review.

5. Miscellaneous

5.1 Reporting. Vendor shall notify Cleary Gottlieb as soon as it becomes aware of  any breach, or potential breach, of this Code or any actual or suspected instance of slavery or human trafficking within its organization or supply chain which has a connection with this agreement.

5.2 Vendor Commitment. Vendor agrees to comply with the obligations and responsibilities described in this Code and understands that compliance with this Code is fundamental to Vendor being appointed, and continuing to act, as a Vendor of Cleary Gottlieb.