CODE OF CONDUCT

The CPM Supplier Code of Conduct (the “Code”) is applicable to all suppliers of the CPM group of companies. All suppliers, vendors, contractors, consultants, agent, subcontractors, and other providers of goods and services and their respective directors, officers, managers, shareholders, members, employees, agents, contractors, or other representatives (collectively “suppliers”) are expected to familiarize themselves with and abide by the Code as a condition of doing business with CPM. The Code recognizes that CPM holds its suppliers to the highest standards of business ethics. Failure to abide by the Code may result in termination of a supplier’s current supply contract(s) and ineligibility for any future supply contract(s) with CPM. Additionally, it shall be supplier’s responsibility to ensure that each of its subcontractors, sub-suppliers, vendors, or other agents and representatives are at all times in compliance with the Code, and a violation of the Code by any of the foregoing shall be considered a violation of the Code by the supplier.

CPM requires its suppliers to conduct business ethically and adhere to the following principles:

Uphold the Law

CPM’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Suppliers must understand and at all times remain in compliance with the laws, rules and regulations applicable to them. Further, as a United States based company CPM requires all suppliers to strictly comply with the U.S. Foreign Corrupt Practices Act, as well as any similar applicable anticorruption laws.

Competition

CPM is dedicated to ethical, fair and vigorous competition. Suppliers must make independent pricing and marketing decisions and shall not improperly cooperate or coordinate activities with their competitors or employees of CPM. Suppliers shall not offer or solicit improper payments or gratuities in connection with the sale of goods or services to CPM. Suppliers are strictly prohibited from engaging in corrupt arrangements with customers, sub-suppliers, government officials, or other third parties. Further, CPM prohibits its suppliers from engaging in any form of public sector or commercial bribery. Suppliers shall not offer, promise, or provide anything of value, directly or indirectly, to any government official, or to any private person or entity, for the purpose of inducing the recipient to assist supplier (or CPM) obtain a personal or commercial benefit.

Conflicts of Interest; Gifts, Gratuities and Business Courtesies

Supplier must avoid any relationship or activity that might impair, or even appear to impair, its ability to make objective and fair decisions when dealing with CPM. Supplier must avoid any financial, or other arrangement, with CPM employees that may be considered inappropriate.

CPM employees are prohibited from engaging in any actions that create a perception that favorable treatment of a supplier was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom CPM does or may do business. Supplier shall neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of CPM, or would cause embarrassment or reflect negatively on CPM’s reputation.

Trade Controls

CPM and its suppliers are subject to certain U.S. and international trade control laws that define where CPM can purchase products or services. Suppliers shall not have any direct or indirect dealings with any person or territory subject to sanctions that would prevent CPM (including any of its affiliates) from dealing with such person or territory. Supplier shall at all times be in compliance with all applicable trade control laws relating to the import, export, sale, and purchase of the goods or services to be provided by supplier to CPM. Supplier shall keep complete and accurate records with regards to all sourced goods and services and provide the location of facilities and known origins of materials to enable traceability, upon request by CPM. Supplier shall immediately notify CPM of any pending or threatened action, suit, proceeding, inquiry, or investigation by any governmental authority against supplier with respect to any alleged violation of sanctions or dealing with any sanctioned person or territory.

Proprietary Information

Supplier must at all times take all precautions necessary to protect and maintain the proprietary and confidential information of CPM. Supplier shall not disclose any of CPM’s proprietary or confidential information to any third party, unless authorized in writing by CPM, and shall only use CPM’s proprietary and confidential information solely to the extent necessary to supply the goods or services contracted for. Supplier shall not acquire or seek to acquire by improper means any of its competitor’s trade secrets or other proprietary or confidential information. Supplier shall not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

Corporate Recordkeeping

Supplier shall create and maintain accurate financial and business records in accordance with all applicable legal and regulatory requirements, consistent with all applicable accounting standards. Such financial and business records shall be made available for audit upon request of CPM. All invoices submitted to CPM shall be true, complete, accurate, in accordance with all applicable laws, and contain all information reasonably requested by CPM from time to time.

Treat Employees with Respect

Supplier shall provide safe working environments for all of its employees. Supplier shall at all times maintain and adhere to an environmental health and safety plan reasonably satisfactory to CPM. Such environmental health and safety plan, and any records maintained in accordance therewith, shall be made available to CPM upon request. Supplier shall at all times meet or exceed all other legal requirements for employee safety and working conditions.

Supplier shall provide its employees with a workplace free of harassment, discrimination, or other forms of verbal, visual, or physical behavior that create (or could be perceived as creating) a hostile work environment. Supplier shall respect its employees’ rights to freedom of association and collective bargaining.

Supplier shall pay all of its employees in accordance with all applicable wage and benefits laws and regulations. Supplier shall not violate any working hour legal requirements. Supplier shall never use any forced labor or child labor (as defined by International Labor Organization (ILO) standards).

Supplier shall take guidance from international standards, conventions, and declarations, including the United Nations Guiding Principles on Business and Human Rights (UNGPs), the International Bill of Human Rights, the International Labor Organization Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises for respectful and fair treatment of employees.

Reporting Violations of the Code

If supplier becomes aware of an actual or suspected violation of the Code by supplier (including any person or entity providing services or goods to or on behalf of supplier), supplier shall immediately notify CPM by submitting a detailed description of the actual or suspected violation to [email protected]. CPM reserves the right to audit supplier (including its books and records) at any time to confirm compliance with the Code.