This Supplier Code of Conduct (“Code”) reflects the standards of conduct required of subcontractors, suppliers, distributors, dealers, sales/marketing representatives, intermediaries, agents, partners, consultants, systems integrators, or resellers (collectively “Suppliers”) of Booz Allen Hamilton Inc. (“Booz Allen”) in the delivery of services to Booz Allen and/or its ultimate customers, including the United States Government (“Government”). The terms and conditions herein are in addition to, and are not intended to conflict with or modify, the terms and conditions of any subcontract, purchase order or other applicable agreement (“Agreement”). In the event of any conflict, applicable law or regulation shall take precedence, followed by the terms and conditions of any applicable Agreement (including other attachments thereto), followed by the terms of this Code.
1. Compliance with Law
Supplier will fully comply with all applicable laws and regulations, including local laws and regulations outside the United States where the Supplier conducts business or maintains a place of business.
2. Human Rights
Supplier is expected to treat all people with respect, encourage diversity, promote equal opportunity for all, and foster an inclusive and ethical culture.
a. Child Labor: Supplier will ensure that illegal child labor (as that term is defined in the location where the work is to be performed) is not used in the performance of work on behalf of Booz Allen.
b. Forced Labor: Supplier will ensure that illegal forced labor is not used in the performance of work on behalf of Booz Allen. Forced labor includes work or services that is coerced by way of threat or penalty, such as slavery, involuntary servitude, peonage, debt bondage, or forced recruitment.
c. Combatting Trafficking in Persons: Supplier shall comply with applicable regulations prohibiting human trafficking including, without limitation, FAR 22.17, the UK Modern Slavery Act, and all applicable local laws in the countries and locales in which Supplier conducts business. The following activities are expressly prohibited:
- Destroying, concealing, or confiscating identity or immigration documents; and
- Using misleading or fraudulent tactics in recruiting; and
- Charging recruitment fees or providing inadequate housing based on local standards, laws, and directives; and
- Failing to provide employment contracts and documentation in the employee’s native language; and
- Failing to provide return transportation at the end of employment in the case of employees brought in-country for the purpose of working directly or indirectly on a Government contract.
Supplier shall educate employees on prohibited activities, discipline employees who violate applicable law, and notify the contracting officer of violations and action taken against employees responsible for such violations. Supplier shall also notify Booz Allen of violations under a Booz Allen contract.
3. Employment Practices
Supplier will ensure its employees are afforded an employment environment free from physical, psychological, and verbal harassment, or other inappropriate sexual or abusive conduct. Supplier will provide equal employment opportunity to all employees and candidates for employment without regard to any legally protected characteristic. Supplier will also maintain a workplace free from illegal use, possession, sale, or distribution of controlled substances.
Supplier shall comply with the anti-corruption laws, directives, and regulations that govern operations in the countries in which they do business, including without limitation, the US Foreign Corrupt Practices Act and the UK Bribery Act. Supplier is required to refrain from offering or making, or authorizing or enabling any third party to offer or make on Supplier’s behalf, any improper payments of money or any other thing of value to government officials, political parties, or candidates for public office. Facilitating payments, intended to expedite or ensure performance of routine governmental actions, are also prohibited regardless of whether they are permitted under local law. We expect Supplier will conduct appropriate due diligence to prevent and detect corruption in its business arrangements and contracts.
5. Business Courtesies
The exchange of business courtesies may not be used to advance any improper purpose or obtain an unfair competitive advantage. Supplier must ensure that the offering or receipt of any gift or business courtesy is permitted by law and regulation, and that these exchanges do not violate the rules and standards of the recipient’s organization and are consistent with reasonable marketplace customs and practices.
Supplier must not participate in price fixing, bid rigging, division of markets, or cartel activity, nor exchange current, recent, or projected pricing information or other sensitive or non-public information (“Protected Information”) with competitors. Similarly, supplier must not share with Booz Allen the Protected Information of its competitors except as authorized by the owner of the information.
7. Insider Trading
Supplier and its personnel must not use material non-public information obtained in the course of our business relationship as the basis for trading or for enabling others to trade in the securities of our company or any other company.
Supplier shall maintain appropriate mechanisms to ensure neither it nor its employees use Supplier’s relationship with Booz Allen to disguise the sources of illegally obtained funds.
9. Conflict of Interest
Supplier must avoid all actual or apparent conflicts of interest in its dealings with Booz Allen. We expect Supplier to notify Booz Allen in the event of any circumstances or interests that give rise to that any such conflict, whether organizational or personal (including interests of employees or their close relatives, friends, or associates) in nature.
10. Information Governance
a. Personally Identifiable, Confidential, and Proprietary Information: Supplier will properly handle, store and secure sensitive information such as confidential or proprietary information or personally identifiable information. Supplier shall comply with applicable data privacy laws. Such information should not be used for any other purpose than the specific business purpose for which it was provided.
b. Access: Supplier is expected to utilize appropriate physical and electronic security measures to protect such information against unauthorized access, use, destruction, modification, or disclosure and ensure compliance with DFARS clause 252.204-7012 – “Safeguarding Covered Defense Information” and other similar civilian agency information safeguarding regulations where applicable. For additional resources on DFARS cybersecurity compliance, please refer to https://www.boozallen.com/tools/utility-navigation-pages/government-contract-vehicles/subcontractor-cybersecurity.html.
c. Records: Supplier will create and maintain complete and accurate records and should not alter any records to conceal or misrepresent the underlying transaction to which the record pertains. Supplier should retain records based on its applicable retention requirements, provided that if Supplier is ultimately performing for Booz Allen under a US Government contract, Supplier must comply with the applicable retention requirements in the Federal Acquisition Regulations (FAR) as well as the applicable requirements of the customer federal agency and any relevant National Archives and Records Administration requirements applicable to that agency.
e. Intellectual Property Protection. Supplier is expected to comply with all laws governing use, disclosure, and protection of intellectual property, including patents, copyrights, trademarks, and service marks.
11. Environmental Health and Safety
We expect Supplier to comply with all applicable environmental, health, and safety laws, regulations, and directives, and to protect the health, safety, and welfare of its employees and other impacted individuals or entities.
12. Trade Compliance
a. Import/Export: Supplier is expected to ensure its business practices are in accordance with all applicable laws, regulations, and directives governing the import or export of parts, components, technical data, and defense items or services, including the requirement to register with the U.S. State Department’s Directorate of Defense Trade Controls if Supplier is either a manufacturer or an exporter of defense articles.
b. Anti-boycott: Consistent with the requirements of the 1977 Export Administration Act and the 1976 Tax Reform Act, Supplier must not participate in, cooperate with, submit to, or otherwise further the cause of any unsanctioned boycott.
c. Conflict minerals: Supplier will have appropriate due diligence processes in place to allow Booz Allen to meet its obligations to report or certify as to the use of conflict minerals that may have originated in the Democratic Republic of the Congo or adjoining country.
d. Prohibited technology: Supplier must not provide to Booz Allen, either directly or embedded in other products, any “covered telecommunications equipment or services” as defined in FAR 52.204-25. Supplier must notify Booz Allen in the event it becomes aware that it has provided covered telecommunications equipment or services to Booz Allen and cooperate with Booz Allen to address the matter.
Suppliers must ensure their work product meets Booz Allen’s quality standards. We expect Supplier to have in place quality assurance processes to identify defects and implement corrective actions, and to facilitate the delivery of a product whose quality meets contract requirements.
Supplier will develop, implement, and maintain policies, procedures, and methods to detect and avoid counterfeit electronic parts. Supplier will promptly notify Booz Allen and recipients of counterfeit parts when appropriate. Supplier will hold those in its supply chain accountable for the same obligations with respect to work performed for Booz Allen. Supplier will comply with DFARS 252.246-7007 as applicable.
14. Ethics Program
We expect Supplier to comply with the Contractor Code of Business Ethics and Conduct (FAR 52.203-13) as applicable and, commensurate with the size and nature of its business, to have effective systems in place to comply with laws, regulations, and the standards set forth in this Code. We encourage Supplier to (i) implement its own written code of conduct and flow down the principles of that code to its Suppliers, and (ii) provide its employees and Suppliers with appropriate training on its business ethics and compliance program. Additionally, we expect Supplier to provide its employees reasonable avenues to raise legal or ethical concerns without fear of retaliation and take preventative or corrective action when warranted.
15. Audit and Enforcement
We expect Supplier will implement and maintain measures to audit its compliance with these standards and to take appropriate corporate or personnel action to correct identified deficiencies. We expect Supplier to maintain documentation necessary to demonstrate compliance with applicable laws and regulations, and to provide Booz Allen with reasonable access to business records to enable evaluation of compliance with applicable laws and regulations with respect to Booz Allen work.
16. Consequences for Violating Code
Booz Allen reserves the right to pursue corrective action to remedy any violation of any of these standards. In the case of a violation of law or regulation, Booz Allen may be required to report such violations to the proper authorities. We reserve the right to terminate our relationship with any supplier under the terms of the existing subcontract or purchase order.