Vendor Code of Conduct

In an effort to promote a positive reputation and build trust, respect, and long-term success, this Vendor Code of Conduct (“Code of Conduct”) sets forth standards for TWI’s contractors, subcontractors, suppliers, and vendors (and their supply chain) (each, a “Vendor”). Included herein are the expectations for open communication, confidentiality, professionalism, respect, adherence to laws, and obligations when working with Terawatt Infrastructure, Inc. or any of its affiliates (“TWI”), its customers, and/or partners. Vendor is responsible for compliance with the standards set out in this Code of Conduct throughout its operations and throughout its entire supply chain, including Vendor’s suppliers, agents, and contractors and their respective facilities.

Terawatt reserves the right to modify, amend, update, suspend, or discontinue this Code of Conduct, website, and any data, content, or materials provided on this website at any time and without prior notice to Vendor

COMPLIANCE WITH LAWS AND POLICIES

Vendor shall comply with all applicable national and local laws and regulations, including laws and regulations relating to the standards provided herein. Where this Code of Conduct requires Vendor to meet a higher standard than set out by law or regulation, Vendor shall meet such higher standards.

Vendor shall comply with all TWI policies and any customer policies provided by TWI.

FAIR TREATMENT AND NO DISCRIMINATION OR HARASSMENT

Vendor is expected to be fair, honest, impartial, respectful, professional, and act in good faith in all business relationships with TWI, contractors, suppliers, and the public.
Vendor shall comply with all federal, state, and local laws concerning discrimination. Vendor shall extend equal opportunity to all employees, applicants, contractors, and other individuals without unlawful regard or consideration of any individual’s race including minority or indigenous status; traits historically associated with race, including, but not limited to, hair texture and protective hairstyles such as braids, locks, and twists; color, religion, religious creed (including religious dress and grooming practices), national origin, ancestry, citizenship, physical or mental disability, medical condition (including cancer and genetic characteristics), genetic information, marital status, sex (including pregnancy, childbirth, breastfeeding, or related medical conditions), gender, gender identity, gender expression, age (40 years and over), sexual orientation, veteran and/or military status, protected medical leaves (requesting or approved for leave under the Family and Medical Leave Act or the California Family Rights Act), domestic violence victim status, political affiliation, and any other status protected by state or federal law. This commitment applies to all aspects of employment, including, but not limited to, hiring/recruiting, job assignment, compensation, promotion, benefits, training, discipline, and termination.
TWI does not tolerate any discrimination, harassment, or other form of disparate treatment in the workplace. All workers of our vendors shall be treated with respect and dignity at all times. They should not be subject to any form of unethical treatment, threats of violence, or other forms of physical, verbal, mental, or sexual harassment, and any other form of inappropriate behavior or abuse. Disciplinary policies and procedures in support of these requirements must be clearly defined and communicated to all workers of our vendors.
Vendor shall have a policy against sexual or other forms of unlawful harassment or discrimination and expects the same of its suppliers. No employee, contract worker, customer, vendor, applicant, or other person who does business with the Company is exempt from the prohibitions within this policy.
1. Sexual or other unlawful harassment or discrimination includes any verbal, physical, or visual conduct based on sex, race, traits historically associated with race, including, but not limited to, hair texture and protective hairstyles such as braids, locks, and twists; age, national origin, disability or any other legally protected basis.
2. Other forms of unlawful harassment or discrimination may include racial epithets, slurs, and derogatory remarks, stereotypes, images, jokes, posters, or cartoons based on race, national origin, age (40 and older), disability, marital status, or other legally protected categories. Prohibited harassment also includes the transmission of materials such as images, jokes, or links to offensive materials online using Terawatt’s electronic communications system, or through other online conduct.
Retaliation is Prohibited
Terawatt will not allow retaliation against anyone who makes a complaint under this policy. Employees and contract workers are protected by law from retaliation for opposing or reporting unlawful harassment or discrimination, or for otherwise participating in processes connected with an investigation, proceeding, or hearing conducted by the Company or a government agency with respect to such complaints. The Company will take disciplinary action up to and including immediate termination of vendor relationships if made aware of vendor retaliation against its employee or contract worker for engaging in any of these protected activities.
Vendors are encouraged to foster inclusive practices within their own operations and to engage, where possible and appropriate, with diverse businesses, including those owned by women, minorities, veterans, and small or local enterprises.

HUMAN RIGHTS

Harassment, Harsh or Inhumane Treatment: Vendor shall create and maintain an environment that treats all employees with dignity and respect. No harsh or inhumane treatment, coercion, or corporal punishment of any kind is to be tolerated by the Vendor in the conduct of their business.
Health and Safety: Vendor shall follow all applicable laws, regulations, and other governmental directives in the jurisdiction in which it operates or any other location where work is undertaken to ensure a safe and healthy workplace for all personnel. At a minimum, the Vendor should implement recognized workplace systems, procedures, and controls for the health and safety of all personnel in compliance with nationally-recognized standards.
Forced Labor, Human Trafficking, and Slavery: Vendor shall not use any forced, bonded, or indentured labor or involuntary prison labor. All work, including overtime work, will be voluntary and workers should be free to terminate their employment. Vendors shall not mandate that workers hand over government-issued identification, passports, or work permits as a condition of employment.
Child Labor: Vendor shall, at a minimum, not engage in any practice of child labor. The minimum admission to employment or work shall not be less than the age that applicable law designates for lawful employment. All Vendors must comply with all laws and regulations governing child labor and apprenticeship programs.
Wages, Benefits, Working Hours: Vendor shall comply with all applicable state and federal wage and hour laws and regulations, including those relating to minimum wages, overtime hours, piece rates, and other elements of compensation, and provide legally mandated benefits. When required on a project-by-project basis, Vendor shall comply with Prevailing Wage and/or Davis Bacon requirements and prepare the necessary documentation as requested to support outlined needs.

ANTI-BRIBERY AND CORRUPTION

Vendor shall only engage in fair competition for projects and contracts and must take a zero-tolerance approach to bribery or corruption of any kind. Vendors shall have no undisclosed conflict of interest with any party involved with the project.
Vendor shall not engage in any deceptive practice and will not take unfair advantage of anyone through manipulation, coercion, bribery, or privileged information to create an unjust precedent for their business.
Vendor shall follow all laws, both local and national, restricting gifts or entertainment that may be provided to government officials or government employees. Vendors shall not accept any undisclosed commission, rebate, profit, or other benefit from any party involved with the project.
If Vendor suspects that any part of its dealing may not be appropriate, Vendor must discuss it with legal counsel or go through its own whistle-blowing program.

TRADE CONTROLS AND MONEY LAUNDERING

Vendors must comply with all applicable trade laws, export controls, economic sanctions, and anti-money laundering (AML) regulations. Vendors shall not engage in transactions with restricted parties or jurisdictions and must maintain accurate records to demonstrate compliance.

WHISTLEBLOWING AND REPORTING MECHANISMS

Vendors must provide a safe and accessible channel for their employees and subcontractors to report concerns related to this Code of Conduct or applicable laws. Reports may be made directly to TWI through legal@terawattinfrastructure.com. Retaliation against any individual who raises a concern in good faith is strictly prohibited.

FREEDOM OF ASSOCIATION & RIGHTS TO COLLECTIVE BARGAINING

Vendor must recognize the principles of freedom of association and collective bargaining. Vendor shall be aligned with the International Labor Organization and its core conventions: No. 87, the Freedom of Association and Protection of the Right to Organize Convention and No. 98, the Right to Organize and Collective Bargaining Convention.

GOVERNANCE, POLICIES AND TRAINING

Vendors are expected to maintain internal policies, procedures, and training programs to ensure adherence to this Code of Conduct. Vendors must implement controls to monitor compliance, correct violations, and regularly educate their employees on relevant standards and requirements.

STANDARDS OF BEHAVIOR

Vendor shall promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.
Vendor shall exercise due diligence to prevent and detect violations of this Code of Conduct. Improper conduct shall be timely reported and corrective or disciplinary measures shall be promptly instituted and carried out.
Vendor shall be truthful regarding training, experience, qualifications, services, licenses and certifications, and bonding and insurance coverage and shall provide documentation upon request.
All governing codes, government and municipal statutes and rules, and professional licensing requirements of the jurisdiction in which the project is located shall be adhered to.
Vendor shall respect TWI’s right to confidentiality with regard to project and financial details where disclosure to other parties is not required for the advancement and completion of the project, except where it may affect the safety of others or violates a law or statute. If any information must be released, TWI shall be made explicitly aware of what information will be released, to whom, and for what purpose and TWI shall provide explicit, prior written consent for the release of information.
Vendor shall negotiate fairly and openly with TWI for reasonable compensation, and charge fees and expenses that are reasonable and commensurate with the services and materials to be provided and the responsibilities and risks to be assumed. Vendor will abide by the written contract that specifies the services to be performed, limitations of services, and expenses and fees.
Vendor shall meet all financial and contractual obligations in a timely and responsible manner.
Vendor shall strive to keep up with growing industry innovation by engaging in professional training and stay up to date with professional development, news, notices, and recalls.
Vendor shall promote high-quality and safe building materials, products, and techniques. Vendor shall notify TWI and engage in immediate mitigation efforts if any building materials, products, or techniques become defective, substandard, or likely to cause harm.
Vendor shall respect the intellectual property of Terawatt as well as of other companies in their work product.
Vendor shall not violate and export controls or attempt to bypass economic sanctions placed by the local, state or federal authority in the region of engagement.

DATA PROTECTION AND CYBERSECURITY

Vendors must protect the confidentiality, integrity, and availability of TWI’s information, systems, and data, including personal data belonging to employees, customers, or business partners. Vendors shall comply with all applicable data privacy and cybersecurity laws (e.g., GDPR, CCPA) and implement appropriate technical and organizational safeguards to prevent unauthorized access, loss, or misuse.

SITE PROCEDURES

When working on TWI sites or TWI customer sites:

Vendor shall not permit unauthorized persons on site for any reason.
Vendor to furnish emergency phone numbers to TWI, specifically phone numbers for key personnel, such as foreman and/or project managers.
Vendor shall provide an English-speaking supervisor employed by the Vendor and who shall be on site every day and in possession of a dedicated and reliable cell phone. Response time from the Vendor should be not more than 30 minutes during work hours.
Vendor shall keep appointments and be on time.
Vendor shall ensure all staff associated with the project have the appropriate safety gear, including, but not limited to, hard hats, work boots, safety glasses, ear plugs, and yellow or orange vests with Vendor’s logo.
Loitering of Vendor’s employees, vendors, suppliers on the job site is not allowed.
Vendor shall make a reasonable effort to limit both personal and equipment vehicle idling on the property. Where possible, electric vehicles (both personal and equipment) should be utilized in preference to internal combustion vehicles.
No parking, loading, or unloading for substantial amounts of time is permitted in any fire lane. All violators will be towed from the job site without notification.
No overnight parking of vehicles or equipment or storage of materials shall be permitted unless authorized by a TWI representative.
Vendor shall protect the work area from traffic by securing the area with bollards. Materials shall not be placed outside of the work zone without written approval by TWI in each instance.
Vendor shall at all times conduct its work so as to ensure the least possible obstruction to traffic and the general public in the vicinity of the work. Vendor shall ensure the protection of all persons and property in a manner satisfactory to TWI and applicable governmental authorities. All local, state, and federal laws, ordinances, and regulations pertaining to the kind, use, and loading of all apparatuses, equipment, and materials shall be complied with as well as all other reasonable precautions that may be required by TWI to ensure safe working conditions.
For any work that may interrupt vehicular, bicycle, or pedestrian traffic, Vendor shall provide traffic control for its own operations, as well as that of its suppliers and its contractors. This includes, but is not limited to, traffic control plans, lifting and rigging plans, uniformed police officers, hired and non-hired security services, flagmen, barricades, and other conditions as may be required.
Vendor is responsible for securing all area(s) of work associated with the project. Any and all losses due to a lack of security, including not limited to losses from break-ins, thefts, vandalism, etc. at a work zone will be the sole responsibility of the Vendor.
Staging and storage of material is permitted only at locations identified by a TWI representative prior to work commencing. Staging plans shall be submitted to TWI representatives as needed throughout the project for prior approval.
Vendor is responsible for the cleanliness of the work area at all times. Any accumulation of construction debris and trash will not be permitted. The area must be kept in broom clean conditions at all times and free of food debris and trash. Trash containers with lids must be used and the area must be kept free of insects and pests. Vendor will be responsible for any remediation or pest control services required in storage, restroom, or break areas being provided when necessary during the project.
Vendor shall perform a thorough inspection of the entire work area at the end of each work day to ensure that the job site is properly cleaned up and that all potential hazards that may result in fire, damage, injury, etc. are properly addressed prior to leaving the job site each day.
Vendor shall obey all applicable federal, state and local laws, ordinances, and rules governing hazardous materials. All debris resulting from Vendor operations that is required by law to be disposed of as hazardous waste must be removed from the job site and done so at the Vendor’s expense.
Vendor shall be responsible for construction track-out controls. Vendor shall minimize the amount of sediment leaving or being tracked out from the construction site, such as dirt, mud, or other sediment attached to vehicles. Any existing track-out will be remediated immediately. Vendor shall use a washout area in a location proposed by Vendor and approved by TWI for the washout area. Vendor shall provide removable washout boxes for all concrete pours. Boxes are to be fully maintained by the Vendor to avoid wash out reaching storm drains or the job site. Boxes are to be removed at the end of each workday and as needed during concrete pours. Vendor shall adhere to all applicable environmental protection requirements.
Vendor is responsible for providing dust control in compliance with all laws, regulations, and ordinances of the project location. Vendor shall provide street sweeping for the duration of this project to the satisfaction of the TWI and the AHJ.
Clean-up must be performed on a daily basis by the Vendor.
Vendor shall provide adequate temporary chemical toilets at the time work is commenced, and shall maintain facilities in compliance with applicable health laws and regulations, and keep the same clean and unobtrusive on a continual basis. Upon completion of work, the Vendor must remove these facilities and all traces thereof promptly. All portable toilets and other required sanitary devices are to be located in an area that is approved by TWI.
Smoking, use of alcohol, or use of a controlled substance is not permitted on the job site. Smoking is only permitted in a designated smoking area as defined by TWI.
Vendor shall use designated break space/eating areas as defined by TWI. No speakers or playing of music is allowed on the construction site.
If arriving before working hours, Vendor shall not make noise that disturbs surrounding properties or uses, including but not limited to: starting equipment, loud conversations, car radios, or running tools.

SITE SAFETY

Prior to commencing work or new activities, the Vendor shall provide a safety plan to TWI for review and approval.
Vendor shall take all necessary precautions to ensure public safety during performance of its work.
Vendor shall provide all safety equipment as required. Vendor shall provide safety fences, signs, or warning tapes as required. At the end of each workday, the site shall be left with all safety precautions in place if still needed for completion of work the following day; otherwise, if complete, all safety equipment shall be removed at the end of the day. Open excavations will be fenced with temporary orange fencing.
Vendor shall be responsible for all safety practices, meetings, and notices throughout the course of the work. Vendor will follow prescribed requirements of the Occupational Safety and Health Administration (“OSHA”) or State OSHA program in states with their own program or any other applicable agency.
Vendor is responsible for providing and securing its work area(s) throughout the duration when Vendor is on-site and mobilized.
Vendor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in conjunction with the work. Vendor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: (a) all employees, contractors, staff, materialmen, and other third parties involved with the work; (b) other persons who may be affected by the work; (c) all the work and the materials or equipment to be incorporated, whether in storage on or off the site; and (d) other property at or adjacent to the site, including trees, shrubs, lawns, walks, walls, pavements, roadways, and those structures and utilities not designated for removal, relocation, or replacement in the course of construction.
Vendor has sole responsibility for the proper construction and supervision of the project. Vendor is solely responsible for: (a) the safety in, on, and about the job site; (b) control of the safety or adequacy of any and all equipment, building components, scaffolding, sheeting, bracing, forms, or other work aids; and (c) oversight of work.
Vendor shall be responsible for notifying TWI of any environmental, social, and governance (“ESG”) related controversies, misconduct, penalties, incidents, accidents, or breaches against this Code of Conduct. Vendor shall be responsible for remedying any such ESG violation.

ESG POLICIES

Vendor shall be a good steward of the environment in all business and contracting practices.
Vendor shall strive to reduce energy consumption through the monitoring of consumption, utilizing energy-efficient equipment where feasible, and incorporating energy management best practices into daily operations. Best practices and initiatives may include, but are not limited to:
1. Ongoing benchmarking of energy usage
2. Real-time energy monitoring implemented where and when feasible
3. Regular preventive maintenance of all equipment and systems
4. Efficiency incorporated into decision-making and technical assessments
5. Review opportunities for both on- and off-site renewable energy and incorporate where practical
Vendor shall strive to reduce water consumption through the monitoring of consumption, utilizing water-efficient equipment where feasible, and incorporating water management best practices into daily operations. Best practices and initiatives include, but are not limited to:
1. Ongoing benchmarking of water usage
2. Using smart irrigation, low-water landscaping, and leak detection systems where applicable
3. Regular preventive maintenance of all applicable water-use systems, such as irrigation systems, toilet flappers, chilled-water HVAC systems, etc.
Vendor shall strive to reduce landfill waste through tracking waste production and recycling rates, implementing waste management best practices, and purchasing recycled content or zero-waste materials where applicable and feasible. Best practices and initiatives include but are not limited to:
1. Ongoing benchmarking of waste production and recycling rates
2. Ensuring appropriate landfill, recycling, and compost containers are accessible and signage is clear and easily understood by workers and contractors
3. Using sustainability-certified materials during construction, whenever practical
4. Purchasing consumable materials with recycled content such as recycled or biodegradable paper products, copy paper, paper towels, and bathroom tissue
5. Purchasing materials with recycled content and/or low carbon emissions
6. Purchasing local materials and importing local fill where practical
7. Seeking to avoid any use of materials with known toxic amounts of ingredients, such as: asbestos, formaldehyde, volatile organic compounds, ash, cadmium, mercury, lead, arsenic, phthalates, etc.
Vendor shall strive to source raw materials responsibly and avoid contributing to conflict, human rights abuses, or environmental harm. This includes ensuring that minerals such as tin, tantalum, tungsten, cobalt, and lithium are sourced in a conflict-free and sustainable manner. Vendors must provide transparency and cooperate with TWI on responsible sourcing inquiries.

AUDIT AND VERIFICATION RIGHTS

TWI reserves the right to verify vendor compliance with this Code of Conduct, including by requesting documentation, conducting audits, or visiting facilities. Vendors are expected to cooperate fully with such assessments and take timely corrective actions if non-compliance is identified.

TERMINATION

TWI may immediately terminate its business relationship (including any statements of work, purchase order(s), and purchase contracts) with Vendor if Vendor breaches this Code of Conduct.