1. Introduction & Purpose

This Supplier Code of Conduct (the "Code") outlines the ethical and business conduct standards that Nexly Corporation ("Nexly" or the "Company") expects from its suppliers, vendors, contractors, and other business partners (collectively, "Suppliers"). Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly is committed to conducting business with integrity and to building a sustainable and responsible supply chain. This Code is designed to:

• Uphold Ethical Standards: Ensure that Suppliers conduct their business ethically and with integrity.
• Protect Human Rights: Ensure that Suppliers respect and uphold human rights in their operations and supply chains.
• Promote Fair Labor Practices: Encourage Suppliers to provide fair wages, safe working conditions, and the right to freedom of association.
• Protect the Environment: Encourage Suppliers to minimize their environmental impact and to operate in an environmentally responsible manner.
• Ensure Compliance: Ensure that Suppliers comply with all applicable laws, regulations, and industry standards.
• Build Sustainable Partnerships: Foster strong, long-term partnerships with Suppliers who share our commitment to ethical and sustainable business practices.

This Code applies to all Suppliers that provide goods or services to Nexly. Nexly reserves the right to assess Supplier compliance with this Code and to take appropriate action, up to and including termination of the business relationship, for any violations. This Code is to be read in conjunction with other Company policies, including, but not limited to, the Ethical Sourcing Policy, the Environmental Policy, and the Data Privacy Policy.

2. Legal Compliance & Ethics

Suppliers must comply with all applicable laws, regulations, and industry standards in the countries and jurisdictions in which they operate.

• 2.1. Compliance with Laws: Suppliers must comply with all applicable laws and regulations, including those relating to labor, environment, health and safety, anti-corruption, and data privacy.
• 2.2. Ethical Conduct: Suppliers must conduct their business ethically and with integrity.
  • Honesty and Integrity: Act with honesty and integrity in all business dealings.
  • Fair Competition: Compete fairly and honestly in the marketplace.
  • Confidentiality: Protect confidential information.
  • Record Keeping: Maintain accurate records.
• 2.3. Anti-Corruption: Suppliers must not engage in any form of corruption, bribery, or extortion.
  • Prohibition: Refrain from offering, promising, giving, or accepting anything of value (e.g., money, gifts, favors) to improperly influence any business decision.
  • Conflicts of Interest: Avoid any conflicts of interest.
  • Transparency: Maintain transparency in all business dealings.
• 2.4. Anti-Money Laundering: Suppliers must comply with all applicable anti-money laundering laws and regulations.

3. Human Rights and Labor Practices

Suppliers must respect and uphold human rights and provide fair labor practices.

• 3.1. Freedom from Forced Labor:
  • No Forced Labor: Suppliers must not use any form of forced labor, including bonded labor, indentured servitude, or involuntary prison labor.
  • No Deception: Employees should not be deceived about the terms or nature of employment.
• 3.2. Prohibition of Child Labor:
  • Minimum Age: Suppliers must not employ child labor. The minimum working age must be in accordance with local laws, but must not be less than 15 years of age. Exceptions for light work between 13-15 may be permitted, if it is not harmful to their health or education.
  • Protection: Protect the safety of children in the workplace.
• 3.3. Freedom of Association and Collective Bargaining:
  • Right to Organize: Suppliers must respect the right of workers to form and join trade unions and to bargain collectively.
  • Freedom of Expression: Must allow employees to express their concerns without fear of retaliation.
• 3.4. Fair Wages and Benefits:
  • Minimum Wage: Suppliers must pay wages that meet or exceed the legal minimum wage.
  • Benefits: Provide employees with fair benefits.
• 3.5. Working Hours:
  • Hours of Work: Comply with all applicable laws and regulations regarding working hours, including limits on overtime.
  • Rest Periods: Provide employees with sufficient rest periods and breaks.
  • Overtime Pay: Compensate employees for overtime work at a premium rate.
• 3.6. Safe and Healthy Working Conditions:
  • Safe Environment: Provide a safe and healthy working environment.
  • Safety Equipment: Provide appropriate safety equipment and training.
  • Hazard Identification: Identify and mitigate workplace hazards.
  • Training: Provide workplace training.
  • Accident Reporting: Maintain accurate records of accidents, near misses and injuries.
• 3.7. Non-Discrimination:
  • Equal Opportunities: Suppliers must not discriminate against workers based on race, color, gender, religion, ethnicity, national origin, age, sexual orientation, gender identity or expression, disability, veteran status, or any other protected characteristic as defined by applicable law.
  • Equal treatment: Treat employees fairly.
• 3.8. Harassment and Abuse:
  • Zero Tolerance: Maintain a workplace free from harassment.
  • Respectful Environment: Provide for a respectful and professional working environment.

4. Environmental Sustainability

Suppliers must minimize their environmental impact and operate in an environmentally responsible manner.

• 4.1. Environmental Compliance:
  • Compliance with Laws: Comply with all applicable environmental laws and regulations.
  • Permits and Licenses: Obtain and maintain all necessary environmental permits and licenses.
  • Reporting Requirements: Fulfill all reporting requirements.
• 4.2. Resource Efficiency:
  • Conservation: Strive to conserve natural resources, including energy, water, and raw materials.
  • Emissions Reduction: Reduce greenhouse gas (GHG) emissions, where possible.
• 4.3. Waste Management:
  • Waste Reduction: Minimize waste generation and promote waste reduction, reuse, and recycling.
  • Proper Handling: Handle and dispose of hazardous waste properly, in accordance with all applicable regulations.
• 4.4. Sustainable Products and Practices:
  • Sustainable Sourcing: Where possible, use sustainable materials.
  • Product Design: Incorporate environmental considerations into product design, such as designing products for durability, repairability, and recyclability.

5. Data Privacy and Security

Suppliers that handle Nexly Corporation's data or personal information must protect the privacy and security of that data.

• 5.1. Data Protection:
  • Compliance with Laws: Comply with all applicable data privacy laws and regulations (e.g., GDPR, CCPA).
  • Data Security: Implement and maintain reasonable and appropriate security measures to protect data from unauthorized access, use, disclosure, or loss.
  • Limited Data Collection: Collect only the minimum necessary data for legitimate business purposes.
  • Data Retention: Retain data only for as long as is necessary for legitimate business purposes.
• 5.2. Data Breach Notification: Promptly notify Nexly of any data breaches or security incidents that involve Company data.
• 5.3. Data Transfer: Follow all protocols when transferring data.

6. Monitoring & Compliance

Nexly Corporation will monitor Supplier compliance with this Code.

• 6.1. Self-Assessment: Suppliers will be required to self-assess their compliance with this Code.
• 6.2. Audits: Nexly or its authorized representatives may conduct audits, inspections, or assessments of Suppliers' operations to verify compliance with this Code. The frequency and scope of these audits will be determined by the level of risk associated with the Supplier.
• 6.3. Record Keeping: Suppliers will maintain records necessary to demonstrate compliance with this Code.

7. Corrective Action & Termination

Nexly Corporation takes violations of this Code seriously.

• 7.1. Reporting Violations:
  • Reporting Obligation: Suppliers must immediately report any violations of this Code to Nexly.
  • Reporting Channels: Reports can be made to [Specify Contact Information, e.g., the Nexly Procurement Department, or a designated ethics contact].
  • Good Faith Reporting: Nexly will not tolerate retaliation against Suppliers.
• 7.2. Corrective Action:
  • Corrective Action Plan: Suppliers are expected to develop and implement a corrective action plan (CAP) to address any violations of this Code.
  • Support from Nexly: Nexly may provide assistance to help Suppliers address violations.
• 7.3. Termination: Nexly reserves the right to terminate the business relationship with any Supplier that violates this Code, or that fails to implement an adequate CAP.

8. Policy Amendments & Updates

This Supplier Code of Conduct will be reviewed and updated regularly to ensure its continued relevance and effectiveness.

• Review Frequency: This Code will be reviewed at least [Specify Frequency, e.g., annually] or more frequently as needed.
• Review Process: The review process will involve:
  • Input from Stakeholders: Seeking input from relevant stakeholders, including the Procurement Department, Legal Counsel, and other relevant departments.
  • Benchmarking: Reviewing industry best practices.
  • Legal Review: Ensuring compliance with applicable laws and regulations.
• Policy Amendments and Communication: Any amendments to this Code will be communicated to all Suppliers.

**Acknowledgement:** By entering into a business relationship with Nexly Corporation, all Suppliers are deemed to acknowledge that they have read, understood, and agree to abide by the terms and conditions outlined in this Supplier Code of Conduct.