HewlettPackard Company Contingent Worker Code of Conduct This

Hewlett-Packard Company Contingent Worker Code of Conduct This training can be used by members of Hewlett-Packard Company’s Extended Enterprise to provide training to their employees on the HP Contingent Worker Code of Conduct © 2007 Hewlett-Packard Development Company, L. P. The information contained herein is subject to change without notice

Contingent Worker Code of Conduct Hewlett-Packard Company is committed to the highest standards of business ethics. Members of the HP Extended Enterprise which provide Contingent Workers agree to deliver services in a manner consistent with this commitment. 2 2/14/2007 HP Confidenital Final Version

HP’s Commitment • HP is committed to the highest ethical standards in its extended enterprise. • HP needs our suppliers who act on our behalf and perform critical processes to act in accordance with ethical standards expected by HP shareholders and customers. • It is for these reasons we have prepared a Code of Conduct for our suppliers of Contingent Workers. This training will help contingent workers understand actions expectations of them while working on behalf of HP. 3 2/14/2007 HP Confidenital Final Version

Code of Conduct -- Application • A supplier of contingent workers shall ensure that any member of its workforce (including employees, suppliers and contingent workers) involved in the performance of services for or on behalf of HP is aware of, trained on, and adheres to HP’s Contingent Worker Code of Conduct. • Definition: Contingent Worker (“CW”): A non-HP employee performing services at the direction of his or her respective employer for or on behalf of HP 4 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Local Law Compliance 5 2/14/2007 • Comply with all applicable local law, rules, and government regulations HP Confidenital Final Version

CW Code of Conduct Equal Opportunity • Do Work Environment • Harassment 6 2/14/2007 not discriminate on the basis of race, creed, color, religion, • gender, sexual orientation, gender identity/expression • national origin, disability, age • any other protected status will not be tolerated, whether verbal, physical or visual • Actions directed at an individual based on their gender, color, race, ancestry, religion, national origin, age, disability, sexual orientation or gender identity/expression are prohibited • Sexual harassment in any form is not tolerated HP Confidenital Final Version

CW Code of Conduct Scenario – Harassment Scenario Marie is working for XQ under a contract to HP. Her job requires that she be present at the HP site in the late afternoon and evenings. For several nights in the past week, Dave, a colleague of Marie’s who also works for XQ has been hanging around Marie’s desk. One evening, Dave made some comments to Marie about her appearance. At first she was flattered, but when it happened the second time, Marie felt uncomfortable and told Dave she needed to get to work. Marie has tried to avoid Dave but Dave is hanging around more. What should Marie do? A. Marie should not be so sensitive. B. Marie should talk to her XQ supervisor. 7 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Scenario – Harassment • Answer: B − All forms of sexual harassment are unacceptable in the workplace or while performing services for HP. This includes unwelcome sexual advances, requests for sexual favors or the physical or computer image display of sexually-explicit posters, pictures, cartoons or drawings and other verbal or physical conduct of a sexual nature. 8 2/14/2007 HP Confidenital Final Version

CW Code of Conduct General Conflicts of Interest Agency Contractor Conflicts of Interest 9 2/14/2007 • Do not provide or receive business amenities, such as gifts, meals or entertainment, that may create the appearance of impropriety or undue influence • During HP assignment • Do not work for HP competitor, partner, non-employer supplier or OEM • Do not work for an end-user customer in the purchase or support of any HP products or services • Disclose to employer when conducting business with family, friends, others of close personal relationship HP Confidenital Final Version

Conflict of Interest • Do not engage in an activity that results in personal interests competing with those of your employer and /or HP • Business Gifts and Entertainment Do not accept gifts, meals, services entertainment or anything else of value if doing so would create the appearance of undue influence. • Special Rules for Agency Contractors during HP Assignment • May not work for an HP competitor • May not work for a HP channel, alliance, marketing partners; OEM; or other non-employer supplier. • May not work for an HP end-user customer in the purchase or support of any HP product or service. • Should disclose to employer situations where business may be conducted with family or friends. 10 2/14/2007 HP Confidenital Final Version

Scenarios -- Conflict of Interest Johannes is consulting on marketing plans for a new HP printer. He has been contacted by an HP competitor to prepare marketing research. 1. Johannes can work for an HP competitor at the same time he works for HP. True, False or It depends. Kye is on a temporary contract as a buyer for the HP server manufacturing organization. One of the suppliers she buys from is owned by her brother. 2. Kye should notify her employer or HP about this situation. 11 True, False or. HPIt. Confidenital depends. 2/14/2007 Final Version Scenario

Scenarios -- Conflict of Interest • Answer #1: It depends − If Johannes is an Agency Contractor, he is prevented from working for a competitor to HP. If Johannes is an independent contractor or consultant, he may work for a competitor but he must still adhere to the remaining provisions of the Code. • Answer #2: True − Kye should alert her employer or an HP agent who can determine if there is a conflict of interest and make arrangements if necessary to avoid the conflict or the appearance of conflict. 12 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Use of HP Resources 13 2/14/2007 • Any use of assets and resources only for HP business • Use must be consistent with HP policies and guidelines • Do not allow family and friends to use HP assets • Do not use assets for illegal or harassing purposes, solicitations, pornography HP Confidenital Final Version

Use of HP assets Specifics 14 Use only by the HP Can’t violate law. No CW for business threats, pornographic, purpose harassing, demeaning Friends and families can’t use HP CW should not HP owns emails, have expectation of voicemails stored or privacy transmitted on/by HP equipment HP may access or retrieve data at any time consistent with local law 2/14/2007 HP Confidenital Final Version No personal gain, solicitations, chain letters

Scenarios – Use of HP Assets/Resources Scenario 1. During his assignment in the HP Finance Department, Marcus has use of an HP notebook computer. He also owns a business repairing clocks. May he load the laptop with a billing software to use in his repair business? A. Clock repair is not an HP business. Marcus can load the software. B. Marcus can’t use HP equipment for personal use. 2. Eric is working at HP on an assignment from his employer inputting contract information into a computer database. On his breaks, he surfs the web where he places orders and occasionally visits adult entertainment sites. Do any of his actions violate the HP Contingent Worker Code of Conduct? Yes or No 15 2/14/2007 HP Confidenital Final Version

Scenarios – Use of HP Assets/Resources • Answer #1: B − Contingent Workers can’t use HP equipment for personal use. Any use of HP assets and resources, including the company’s computers and information systems, must be consistent with all HP policies and guidelines. Unreasonable or inappropriate personal use of any HP asset is prohibited • Answer #2: Yes − Eric’s actions violate the SBC. His personal use of the computer is excessive and violates the Code of Conduct for personal use. Viewing adult content violates other parts of the Code of Conduct. − Contingent Workers may not use any HP resource in violation of the law and must not allow others, including friends and family, to use HP resources for any purpose. HP resources may not be used to create, transmit, store, copy or display messages, images or materials that are: for personal gain; solicitations; chain letters; or messages, images or materials that HP deems to be threatening, pornographic, sexually explicit, harassing or demeaning to any person or group. 16 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Anti. Corruption 17 2/14/2007 • Do not bribe government officials • Do not pay ‘finders fees’ • Document all payments made on behalf of HP HP Confidenital Final Version

Anti-Corruption Specifics Bribery • May not directly or indirectly give gifts, payments, entertainment Finder Fees • May not pay a commission or fee Records • Must document any payments on behalf of HP 18 2/14/2007 HP Confidenital Final Version • Applies in all countries • If the payment is to win or keep business Unless in approved written document Must be bona fide distributors, sales reps agents, consultants

Scenarios – Corruption Scenario 1. HP has contracted with Horatio’s employer to provide sales representatives to sell HP printers. Horatio is about to close a large sale when Ana Lucia, the customer’s buyer, asks for a special fee to be paid in cash. She says that if the fee is not paid the order will go to an HP competitor who is willing to pay. Should Horatio pay the special fee to ensure HP gets the order? Yes or No 2. Song is a contingent worker who wants to sell an HP IT solution to the Education Ministry but is having difficulty setting up a meeting with the Ministry. Harry tells Song that he can introduce him to the Ministry purchasing officer for $1000. The sale will be for $30 million. Should Song pay Harry? Yes or No 19 2/14/2007 HP Confidenital Final Version

Scenarios – Corruption Answer • Answer #1 & #2: No − These special fees are violations of the Contingent Worker Code of Conduct and moreover are illegal in most countries. Ana Lucia is asking for a bribe. Even if it means losing the order, Horatio can’t pay a bribe. − Likewise, the special fee Harry is asking for should not be paid for introductions. 20 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Gray Marketing 21 2/14/2007 • Ensure that HP products are not diverted into unauthorized channels • Follow processes for discounting and special promotions HP Confidenital Final Version

Gray Marketing “Gray” products are those that enter into the marketplace without HP’s authorization. This typically happens when a channel partner orders more product than it can use at a substantially discounted price. It then sells the product to unauthorized customers. HP has to compete against these suppliers. Channel partners who follow rules are at a disadvantage. HP pays contra revenue (discount), decreasing profit. 22 2/14/2007 HP Confidenital Final Version

Scenario -- Grey Marketing Michelle is a contingent worker helping HP process orders for servers. BIG, a global partner, qualifies for a large volume discount. A person claiming to be the employee of a company affiliated with BIG has placed a product order under BIG’s discount schedule. Michelle should: A. Investigate to see if the affiliate company is eligible for the discount B. Find out if the affiliate is a real company C. Trust the caller and grant the discount because the order will help the country meet quota. D. Both A and B. 23 2/14/2007 HP Confidenital Final Version Scenario

Scenario -- Grey Marketing Answer • Answer: D − Discount authorization must be verified. HP could lose real money if it gave a discount not earned. Scams do exist using non-existent company names or addresses. − Contingent Workers must report any situation that could lead to the diversion of HP products to the gray market, such as noncompliance with permitted territorial assignments or abuse of pricing and promotional programs. Contingent Workers should promptly report any suspected gray marketing activity to their employer as well as the HP Ethics and Compliance Office. 24 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Insider Trading 25 2/14/2007 • Do not use material, non-public information about HP to make personal investment decisions HP Confidenital Final Version

Scenario --- Insider Trading • Jake works for Axis Co. , which is providing consulting services to HP with respect to an acquisition of a software company, Radar. Can Jake buy stock in Radar or HP? 26 Scenario 2/14/2007 HP Confidenital Final Version

Scenario --- Insider Trading Answer • Answer: No • Jake should not buy stock in Radar or HP because he cannot profit from this material, undisclosed information he obtained from his work at HP. 27 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Confidential Information Dealing with the Press or Media 28 2/14/2007 • Adhere to specific confidentiality obligations agreed to between employer and HP • Presume that information from HP is confidential, including that received from other HP suppliers, customers or partners • Contingent Workers are not authorized to speak to the media on behalf of HP HP Confidenital Final Version

Scenario – Confidentiality Scenario Anna is working for as an agency contractor as a Procurement Specialist for HP. She regularly receives parts from suppliers to build notebook computers. Anna’s friend Peter is a purchasing agent for an HP competitor in the notebook computer space. Peter tells Anna about his excellent negotiations with DISPLAY TECH and that he has been able to get a great price of 132 Euros for a 17 inch LCD. Anna knows that HP is currently paying DISPLAY TECH 120 Euros for a similar LCD. Which of the following are correct? A. Anna can disclose the price to Peter because there is a chance the LCDs are not the same model. B. Anna can’t disclose HP’s price to Peter because the price is confidential information and Anna would violate the HP Contingent Worker Code of Conduct by sharing this information with Peter. C. Anna can disclose the price to Peter because HP’s lower price is probably because HP buys in higher volumes than Peter’s company. 29 2/14/2007 HP Confidenital Final Version

Scenario – Confidentiality • Answer: B − Anna can’t disclose confidential information obtained in her work at HP. − Contingent Workers are expected to be familiar with and adhere to any specific confidentiality terms agreed to between their employer and HP. If a separate confidentiality agreement does not exist, Contingent Workers should presume that all information available from HP is confidential. This includes information that HP may have received from its suppliers, customers or business partners. Confidential information may only be used or disclosed as necessary and appropriate to perform assigned duties on behalf of HP. 30 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Privacy 31 2/14/2007 • Protect data that is personally identifiable, whether obtained from HP employees, customers, or partners HP Confidenital Final Version

Scenario – Privacy Under a contract to provide IT support to HP, Roberta is working on a new employee information database containing the government identification numbers for all HP employees. An HP manager has called Roberta and asked for a file that contains the names, salaries and social security numbers of all his employees in the US. Roberta should give the manager this information. True, False, or It depends 32 2/14/2007 HP Confidenital Final Version Question

Scenario – Privacy Answer • Answer: It depends. • Roberta should not give this information to anyone who is not authorized to have it. She needs to verify with an appropriate HP decision maker that the manager has a legitimate business need to have access to the data before she discloses it. 33 2/14/2007 HP Confidenital Final Version

CW Code of Conduct Non. Solicitation 34 2/14/2007 • Contingent Workers may not solicit any HP employee during his or her work time • Do not distribute literature or other materials in HP’s working areas • Do not hand out materials for non-business reasons including charitable organizations HP Confidenital Final Version

Scenario - Solicitation Scenario Ravi’s father-in-law asked him to post discount coupons for his local sandwich shop in the employee lounge areas at the HP Roseville site. Ravi is an employee of TEAMWORK, the outsourced contractor managing the food service needs at the site. Should he post the coupons? Yes or No 35 2/14/2007 HP Confidenital Final Version

Scenario --- Solicitation • Answer: No. − Ravi should not post the coupons • This conduct would be considered improper solicitation under HP’s Contingent Worker Code of Conduct. • Contingent Workers may not solicit any HP employee during the HP employee's working time. Further, Contingent Workers may not distribute literature or other materials in HP's working areas. The preceding policy prohibits soliciting or handing out materials for any non-business reason, including for charitable purposes 36 2/14/2007 HP Confidenital Final Version

Report Misconduct Talk: To your employer Telephone: Email: Mail: corporate. compliance@hp. com Hewlett-Packard Ethics and Compliance Office PO Box 692015, Houston, TX 772692015 37 2/14/2007 HP Confidenital Final Version Guide. Line 1 -800 -424 -2965 (Outside U. S. , first dial AT&T Access Number)

Code of Conduct for Contingent Workers HP expects all suppliers of Contingent Workers to take the required steps to ensure that members of their workforce comply with the HP Contingent Worker Code of Conduct. . • HP expects that all Contingent Workers will perform services on behalf of their employees in a manner that is consistent with this Code of Conduct. • Contingent Workers must report potential violations of this Code to their employers, their HP engagement manager, or to the HP Ethics and Compliance Office. • 38 2/14/2007 HP Confidenital Final Version