Supplier Code of Conduct

MacLellan Integrated Services Inc. and its affiliates (“MacLellan,” “we,” or “us”) observe and expect ethical business principles with our personnel, subcontractors, and suppliers (“Suppliers” or “you”). This is done to conduct business that complies with applicable laws and regulations and our customers’ expectations, which apply throughout their supply chains. This Supplier Code of Conduct (“Code”) expresses standards that MacLellan expects and requires our Suppliers to meet in doing business with us.
This Code may be revised from time to time and will be available on our website. We welcome our Suppliers to collaborate with us to improve supply chain practices and to maintain and enhance a reputation for quality benefiting our customers and the public.

Legal and Contractual Compliance
Suppliers must abide by all applicable laws and regulations in conducting their business with MacLellan. Suppliers must be knowledgeable about and comply with applicable laws and regulations and agreed contractual terms and conditions. Legally required permits, approvals, licenses, registrations, inspections, and related reports must be up to date and available for inspection upon our reasonable request. If local laws and regulations are less restrictive than this Code, this Code’s principles will apply. If a requirement in this Code is also addressed by applicable laws or by an agreement with a MacLellan customer, the stricter regulation offering the greatest protection will apply. If there is a direct contradiction between applicable mandatory local law and this Code, the applicable local law will prevail, but Suppliers should conform to the spirit of this Code to the extent consistent with local law.
Certain customers of MacLellan require compliance with standards and practices throughout their supply chains. Suppliers should strive to understand and be able to accept standards and practices required by an enterprise at the top of a supply chain before agreeing to supply goods or services to MacLellan for such a customer, whether the customer is at the top of a supply chain or is a tier-1 or other supplier within a supply chain. This Code includes standards and practices required generally of MacLellan and our Suppliers. MacLellan will strive to communicate to Suppliers practices that extend beyond this Code for particular customers and are required throughout a customer’s supply chain, so that Suppliers will abide by requirements similar to those MacLellan itself has agreed to accept within that supply chain.

Human Trafficking, Child Labor, Forced Labor
MacLellan does not tolerate any form of modern slavery, forced labor, or wrongful child labor practices. Prohibited modern slavery and forced labor practices include but are not limited to forced, bonded or compulsory labor and human trafficking. Suppliers must not engage in or tolerate restrictions of movement, excessive recruitment fees, confiscation of identity documents including passports, withholding of wages, abusive working conditions, debt bondage, violence or any other kind of exploitation or abuse of human beings.
Suppliers may not engage in human trafficking-related or forced labor or modern slavery activities. These activities include, but are not limited to, engaging in sex trafficking, procuring commercial sex acts (even if this practice is legal in the jurisdiction where it transpires), using force, fraud, or coercion to subject a person to involuntary servitude, or obtaining labor from a person by threats of serious harm to that person or another person.
Suppliers may not engage in practices relating to trafficking in persons, including:

  • Destroying or otherwise denying access to an employee’s identity or immigration documents;
  • Using misleading or fraudulent practices to recruit employees, such as failing to disclose key terms and conditions of employment;
  • Work exacted under the threat of penalty and for which the person has not offered himself or herself voluntarily;
  • Using practices such as threats of dismissal or physical violence, the withholding of identity documents or wages, threats to denounce workers to immigration authorities where their status is illegal, or entangling workers in fraudulent debt;
  • Using recruiters that do not comply with local labor laws;
  • Charging employees recruitment fees;
  • Failing to provide return transportation to certain employees who are brought to a country for the purpose of working on a U.S. Government contract; and
  • Providing housing that fails to meet host country standards; and failing to provide an employment contract or work document where required by law.

Suppliers may not engage in wrongful labor of persons less than 18 years of age (children), including:

  • Any practice which violates laws and regulations of any jurisdiction where a child resides and is engaged in any form of labor;
  • Any the following practices regardless of what is legal in a jurisdiction where the child resides;
  • Any labor to be performed by a person under 15 years of age;
  • Any labor of persons between the ages of 15-18 that exposes them to work that is likely to harm their physical or mental health, safety or morals; and
  • Any child labor practice throughout our supply chain that disrespects children’s rights to personal development and education, including but not limited to practices outlined generally in the United Nations Convention on the Rights of the Child.

Suppliers must cooperate fully with MacLellan and appropriate government authorities in audits or investigations relating to such prohibited practices.
Anti-Corruption; Anti-Money Laundering; Export Controls and Sanctions
MacLellan will not tolerate corruption of any kind. Suppliers may not engage in any bribery or attempted bribery of MacLellan personnel or government officials or of private individuals or businesses in seeking to gain an unfair commercial advantage with or for the intended benefit of MacLellan. Suppliers’ employees may not accept or encourage bribes of any kind intended to induce MacLellan to take any type of action. Suppliers must take no action that constitutes a violation of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law or regulation. Suppliers may not offer or accept any form of improper benefit to or from a third party, private or public, with the purpose of obtaining or retaining business or any form of preferential treatment. Suppliers must not propose to any MacLellan personnel any form of improper benefit. Such benefits may comprise not only cash but also job opportunities, favors, travel, facilitation payments, promises to pay debts, or extravagant gifts and entertainment (generally defined as anything of value of more than 25 U.S. Dollars).
Suppliers must comply with laws, regulations, and practices that prohibit money-laundering.
U.S. laws and regulations control the export of goods and services to specified persons and organizations and prohibit MacLellan and other U.S. persons from doing business with specified persons and organizations, which lists of “denied persons” are revised and made public by the U.S. Government. Suppliers must understand and comply with these export controls and sanctions laws and regulations.

Fair competition and anti-trust
MacLellan is committed to fair competition and to compliance with anti-trust and other competition rules provided by applicable federal, state, and other applicable foreign laws and regulations governing commerce. Suppliers may not violate anti-trust or fair competition laws and regulations, including but not limited to the following:

  • Discussing with competitors the fixing or setting of agreed prices;
  • Allocating customer business by agreement with competitors; and
  • Engaging in commercial bribery or other improper actions that seek to gain unfair advantage over competitors rather than by offering quality products and services on a fair and competitive basis.


Whistleblowing and protection against retaliation
If a Supplier observes or has reason to believe that a violation of this Code has occurred in regard to business with MacLellan, the Supplier should report it promptly to us and permit any of the Supplier’s personnel to communicate to MacLellan such circumstances concerning the Supplier’s business with us. Suppliers should not subject their personnel to any form of retaliation for reporting to MacLellan a potential violation of this Code’s policies in relation to business with us.

Conflicts of interest
Suppliers must uphold the highest level of integrity in all business interactions and disclose details of their company structure when reasonably requested by MacLellan. Suppliers must do business in an open and transparent way and must avoid conflicts of interest that could interfere with objective and professional decision making. Suppliers should disclose any situation where a MacLellan employee or professional under contract with MacLellan may have a personal interest of any kind in a Supplier’s business or any kind of economic ties with the Supplier. Suppliers must report to MacLellan any ownership or financial interest held in the Supplier by a government official that is affiliated with MacLellan or a known MacLellan customer.

Water quality, consumption, and management
The use of water involves a resource that requires careful and efficient management to ensure quality and efficient use. Suppliers are expected to monitor, track and document water consumption and use and report to their management aspects that Suppliers can control to improve water quality and to minimize consumption. Water should be used and processed responsibly. Suppliers should treat and clean wastewater from operations to a minimum level in accordance with applicable legal requirements. Suppliers should not engage in activity that improperly injects a pollutant into the waste stream that would constitute a violation of applicable water quality control laws or regulations.

Data Privacy and Data Security
Suppliers must abide by all applicable laws, regulations, and practices that maintain the confidentiality of proprietary information of MacLellan and of all individuals whose personal information is shared within MacLellan and its information technology infrastructure. Suppliers who are granted access to MacLellan’s information technology infrastructure or receive other personal information from MacLellan may not access or otherwise use such personal information other than for MacLellan’s proper and approved business purposes and the Supplier’s essential and proper business purposes, in the absence of a data sharing agreement that details these and other features of the Supplier’s services to MacLellan. Suppliers must safeguard personal data and take appropriate steps to protect it from misuse or misappropriation by third parties. When a Supplier collects, stores, uses, processes, or shares personal data accessed or contained within MacLellan’s information technology infrastructure or is otherwise shared by MacLellan with the Supplier, Supplier will observe and comply with all applicable data privacy and data security laws regarding personal data and MacLellan’s proprietary and confidential information.

Wages and Benefits
Suppliers must pay and provide their employees wages and benefits that, at a minimum, comply with applicable laws and collective bargaining agreements. Suppliers should provide employees with information about their employment terms and conditions, including benefits, in a format and language they can easily understand. Deduction from Supplier shall always pay and provide its Employees’ wages and benefits that, as a minimum, comply with applicable laws and collective bargaining agreements. Suppliers should provide employees with information about their employment terms and conditions, including benefits, in a format and language they can readily understand. Deductions from wages should occur only if and to the extent prescribed by applicable law, regulations or collective bargaining agreements or other stated and proper terms of employment.
Working Hours
Suppliers must respect and comply with applicable laws and collective bargaining agreements, if applicable, on working hours, including overtime working hours, as well as annual, sick, and parental leave, and other applicable work-related regulations. Overtime work by Supplier’s employees should be on a voluntary basis in accordance with applicable laws.

Non-discrimination and Harassment
Suppliers should treat all persons with dignity and respect and provide equal employment opportunities and conditions based on the individual’s ability to perform a required level of labor or services, regardless of an employee’s or job applicant’s characteristics including but not limited to sex, gender, gender identity or expression, age, nationality, race, ethnicity, skin color or cultural background, religion or belief, disability, genetics, or health information including pregnancy, sexual orientation, or union affiliation. Suppliers must not engage in humiliating or physical punishment or allow any employee to be subject to verbal, psychological, physical, or sexual harassment or abuse.

Health and Safety
Suppliers must ensure that their employees’ potential exposure to safety hazards, such as machines, equipment, or substances, or other chemical, biological or physical agents, are identified, assessed and controlled through proper design and/or preventive maintenance and safe work procedures. Hazardous substances in chemical products should be handled, transported, stored, recycled and disposed of safely. Where hazards cannot be adequately controlled by these means, employees should be provided with appropriate personal protective equipment including access to first-aid supplies. Safety information should be made available to the workforce in order to educate, train, and protect employees from safety hazards. If a Supplier has personnel providing services at a MacLellan or MacLellan’s customer’s premises, the Supplier should inform its personnel about and comply with MacLellan’s or the MacLellan customer’s health and safety routines and procedures. Suppliers should have adequate emergency preparedness procedures in place in order to identify and assess potential emergency situations. Emergency plans, fire safety and response procedures should be implemented, including employee notification and evacuation procedures, employee training, and evacuation drills. Fire safety procedures should be periodically reviewed and approved, if applicable, by local authorities. Suppliers should identify, evaluate, control and reduce employee exposure to ergonomic risks, including but not limited to prolonged standing, sitting, improper working or lifting positions, repetitive movements, and physical load. Suppliers’ employees should have ready access to free and clean drinking water, hygienic toilet facilities, hygienic food preparation, storage and eating facilities, adequate ventilation, light and temperature levels, and acceptable levels of noise and dust pollution, consistent with applicable laws and regulations. If accommodation is provided for Suppliers’ employees while on visits to perform services for MacLellan, Suppliers should provide each employee with lodging that includes their own bed with gender separation concerning rooms.

Intellectual Property; Disclosure of Information
Suppliers will respect the confidential information and intellectual property rights of MacLellan and MacLellan’s customers by safeguarding all such information and data against misuse, mishandling, counterfeit, theft, fraud or improper disclosure in accordance with applicable law and contractual terms with MacLellan and MacLellan’s customers.