Common use of Supplier Code of Conduct Clause in Contracts

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("“Code of Conduct"”), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "“Auditor"”), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "“Assessment"”); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "“Seller" ” includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("“Code of Conduct"”), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "“Auditor"”), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "“Assessment"”); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "“Seller" ” includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("“Code of Conduct"”), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: Xxxxxx will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "“Auditor"”), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "“Assessment"”); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "“Seller" ” includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during 3.1 Contractor shall, throughout the term of this Agreementthe Contract, Seller will comply ensure that it complies with the Apple principles set out in Company’s Supplier Code of Conduct ("a copy of which is attached to the Contract). Furthermore, Contractor shall actively promote the principles set out in Company’s Supplier Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. Notwithstanding anything Conduct with its subcontractors of any tier that have a material contribution to the contrary hereinsupply of Services to Company (Contractor and such subcontractors being together, Seller will: the “Supply Chain”). 3.2 Company may, at any time during the term of the Contract, take any reasonable actions to monitor and audit Contractor’s compliance with its obligations under Article 3.1, including, without limitation, (i) allow Apple and a third party representative, retained by or representing Apple (collectively, requiring Contractor to provide details of the "Auditor"), to assess SellerSupply Chain’s compliance systems; and (ii) by carrying out, with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without reasonable prior notice, and/or by interviewing Sellerinspections of the Supply Chain’s personnel without monitoringsites. Contractor shall provide all reasonable assistance to Company. 3.3 If at any time, solely to verify Seller’s Company identifies, or reasonably suspects, non-compliance with or breach of the principles of Company’s Supplier Code of Conduct (collectively“Non-Compliance”) by any member of the Supply Chain, an "Assessment"); Company shall notify Contractor of such Non-Compliance. Contractor shall provide all reasonable assistance to enable Company to investigate the Non- Compliance. 3.4 If a Non-Compliance in the Supply Chain is material (with regard to (i) the nature of the principle concerned, (ii) promptly provide the Auditor with access to any relevant facilities potential effect on Company’s and personnel without disruption its affiliates’ reputations, or interference, in connection with any Assessment; (iii) promptly provide complete the performance of the Services) and/or is not able to be corrected, Company may terminate the Contract by written notice. 3.5 If a Non-Compliance in the Supply Chain is immaterial and accurate information can be corrected, Contractor shall be given a reasonable period within which the Non-Compliance shall be corrected. Contractor shall, without undue delay, submit a correction plan to Company. If upon the expiry of the correction period, the Non-Compliance has not been corrected, Company may terminate the Contract by written notice. 3.6 The rights and documentation remedies in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitorythis Article 3 are not exclusive of, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectlyare without prejudice to, any Seller personnel to furnish false or incomplete information rights and remedies provided elsewhere in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; the Contract and (vii) promptly implement corrective action to remedy any material non- conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreementby general law.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "“Seller" ” includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller 1. GTAT will comply with the Apple Supplier Code of Conduct ("“Code of Conduct")”) available on Apple’s public website, and will implement its requirements as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. . 2. Notwithstanding anything to the contrary hereinin any prior agreement between Apple and GTAT, Seller GTAT will: (i) allow Apple and a third party representative, retained auditor designated by or representing Apple (collectively, the "Auditor"), “Auditors”) to audit and assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing SellerGTAT’s practices, policies, records, and relevant records facilities without notice, and/or by interviewing Sellernotice and to interview GTAT’s personnel without monitoring, monitoring solely to verify SellerGTAT’s compliance with the Code of Conduct (collectively, an "“Assessment"”); (ii) promptly provide the Auditor Auditors with access to any GTAT’s facilities, relevant facilities records, and knowledgeable personnel without disruption or interference, in connection with as part of any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor Auditors to review audit and assess working hours and conditions, remuneration and benefitsremuneration, personnel practices, production, dormitory, dormitory and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any as part of the Assessment; (viv) not request or encourage, directly or indirectly, any Seller GTAT personnel to furnish false or incomplete information in connection with any Assessment; (viv) not take retaliatory action against any Seller GTAT personnel interviewed during an Assessment; and (viivi) promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct identified by an Assessment. 3. Prior to engaging any subcontractor to perform any material portion of its obligations under the Agreement, GTAT will provide Apple with the name and address of such subcontractor, and upon Apple’s written request, GTAT will (a) require such subcontractor’s compliance with the Code of Conduct; (b) require such subcontractor to provide the Auditors with access to its facilities, records, and personnel sufficient to enable the Auditors to assess such subcontractor’s compliance with the Code of Conduct; and (c) require such subcontractor to promptly implement corrective action to remedy any material non-conformance with the Code of Conduct. 4. Notwithstanding any provision in the Agreement or any other agreement between Apple may disclose and GTAT, GTAT agrees to hold the results of any Assessment in connection with its corporate responsibility, corporate compliance, the strictest confidence and periodic reporting activitiesall such information is deemed to be Apple Confidential Information and GTAT relinquishes any and all rights in and to such results and findings. Seller GTAT will obtain all permits, consents, and authorizations necessary to enable the Auditor Auditors to audit and assess Seller’s the policies, practices, records, and facilitiesfacilities of each subcontractor or GTAT Related Entity performing under the terms of the Agreement. 5. SellerFor purposes of Attachment 5, the term “GTAT” will include any GTAT Related Entity performing any material portion of GTAT’s obligations under the Agreement, and GTAT’s obligations hereunder will apply to any such GTAT Related Entity. 6. GTAT’s failure to perform its obligations described in this subsection section or to remedy any material non- non-conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "“Auditor"”), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s Seller ’ s practices, policies, and relevant records without notice, and/or by interviewing Seller’s Seller ’ s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "“Assessment"”); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "“Seller" ” includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-timetime-­‐to-­‐time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxx://xxx.xxxxx.xxx/supplier-­‐ responsibility/accountability/. Notwithstanding anything to the contrary herein, Seller will: (i) allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Seller personnel interviewed during an Assessment; and (vii) promptly implement corrective action to remedy any material non- conformance non-­‐conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance non-­‐conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.

Supplier Code of Conduct. At all times during the term of this Agreement, Seller will comply with the Apple Supplier Code of Conduct ("Code of Conduct"), as amended by Apple from time-to-time, available from Apple’s public website at xxxx://xxx.xxxxx.xxx/supplier-responsibility/accountability/. xxxxx://xxx.xxxxx.xxx/supplier-responsibility/. Notwithstanding anything to the contrary herein, Seller will: will agree to the following: (i) Seller will allow Apple and a third party representative, retained by or representing Apple (collectively, the "Auditor"), to assess Seller’s compliance with the Code of Conduct by inspecting Seller’s facilities and/or reviewing Seller’s practices, policies, and relevant records without notice, and/or by interviewing Seller’s personnel without monitoring, solely to verify Seller’s compliance with the Code of Conduct (collectively, an "Assessment"); . (ii) Seller will promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; . (iii) Seller will promptly provide complete and accurate information and documentation in response to the Auditor’s requests, . (iv) Seller will allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; . (v) Seller will not request or encourage, directly or indirectly, any Seller personnel to furnish false or incomplete information in connection with any Assessment; . (vi) Seller will not take retaliatory action against any Seller personnel interviewed during an Assessment; and . (vii) Seller will promptly implement corrective action to remedy any material non- non-conformance with the Code of Conduct. Apple may disclose the results of any Assessment in connection with its corporate responsibility, corporate compliance, and periodic reporting activities. Seller will obtain all permits, consents, and authorizations necessary to enable the Auditor to assess Seller’s policies, practices, records, and facilities. Seller’s failure to perform its obligations described in this subsection or to remedy any material non- conformance with the Code of Conduct after a reasonable amount of time will constitute a breach of this Agreement. For purposes of this subsection, the term "Seller" includes any party that performs a material portion of the obligations to Apple under this Agreement.