PRAETORIAN GLOBAL, INC.
THIRD PARTY CODE OF CONDUCT
The purpose of this Third Party Code of Conduct (this “Code”) is to outline Praetorian Global, Inc.’s (“PG”) and its subsidiaries’ (collectively, the “Company”) expectations for the workplace standards and business practices of certain third parties (defined below). These principles inform whether we form or extend business relationships with these parties.
This Code applies to all our suppliers, contractors, consultants, agents, representatives, brokers, distributors, intermediaries and other third parties who provide us with goods and services (collectively, “third parties”). Third parties are responsible for ensuring their employees, contractors, consultants, representatives, agents, and subcontractors understand and comply with these principles and obligations hereunder. This Code supplements and must be read in conjunction with any other agreements and other documents entered into and/or adopted by the Company and third parties.
C. Third Party Code of Conduct
Third parties must be committed to high standards of ethical conduct in all business dealings and must comply with all Applicable Law (as defined below). Third parties must demonstrate integrity in every business interaction and avoid engaging in any activity that involves the appearance of impropriety or may tarnish, blur, or dilute the quality associated with the Company’s brands, intellectual property, or products. For the purposes of this Code, “Applicable Law” shall mean all applicable provisions of any federal, state, or local law, statute, rule, regulation, order, permit, judgment, injunction, decree, or other decision of any court or other governmental authority legally binding on the Company and third parties. The Controlled Substances Act, 21 U.S.C. §811, and other related federal laws prohibit the trafficking, production, processing, handling, marketing, sale, distribution, and use or utilization of cannabis products (collectively, and as in effect from time to time, “Federal Cannabis Laws”) regardless of whether such activity is permitted under state law. Accordingly, and notwithstanding anything herein to the contrary, provided that the relevant act, omission, or conduct is related to wholly intrastate activity and does not violate applicable state or local law, the term Applicable Law and similar terms in this Code will not include Federal Cannabis Laws.
1. Health, Safety, and Environment
We expect third parties to promote and create safe, healthy work sites. Third parties should provide all necessary resources to reduce the risk of accidents, injuries, and exposure. They must have well-established safety rules, preventative maintenance and incident management measures, emergency preparedness and response measures, infectious disease preparedness and response measures, and protective equipment in compliance with all Applicable Law. Third parties must provide workers with appropriate workplace and health safety training in their primary language.
Health and safety related notices and other documentation shall be clearly posted in the facilities. Third parties must provide workers with reasonably accessible and clean facilities, including toilets and access to potable water. They must obtain, keep current, and comply with all applicable health, safety, and other required licenses and permits.
Third parties must comply with all applicable environmental laws, including laws relating to hazardous materials, wastewater, solid waste, and emissions. Third parties are encouraged to reduce their environmental impact and protect vital natural resources, including through reasonable efforts to reduce or eliminate all types of waste. Such measures may include, but are not limited to, source reduction, recycling, composting, and conserving water and energy resources.
2. Workplace, Labor, and Human Rights
Third parties must ensure their workplaces are free of discrimination and harassment of all types, harsh treatment, intimidation, violence, coercion, and abuse. Third parties may not require workers or potential workers to undergo medical tests that could be used in a discriminatory way, except where required by Applicable Law, or in the good faith judgment of such third party is prudent for workplace safety.
Third parties must provide any benefits as required by Applicable Law and/or contract. Third parties must meet all legal requirements relating to wages and benefits, pay accurate wages in a timely manner, and not use wage deductions as a disciplinary measure. All use of temporary and outsourced labor shall be within the requirements of Applicable Law.
Third parties must respect employees’ rights to join or not join any lawful association without fear of retaliation.
Third parties must ensure that all work is voluntary. The Company does not tolerate prohibited child labor, forced labor, or any form of coercion, physical punishment, or abuse of workers. Third parties should only hire workers with a documented legal right to work, and they are responsible for verifying and documenting their work eligibility. Neither they nor their contractors should use misleading recruiting practices, hold workers’ identification documents, deny them access to such documents, charge fees for jobs, or provide housing below the host country’s housing and safety standards.
Third parties must follow internationally recognized laws on human rights, human trafficking, and slavery, and treat workers with dignity and respect.
3. Ethics and Business Conduct
Third parties must refrain from all money-laundering, corruption, extortion, embezzlement, bribery, fraud, or kickbacks. They must agree not to directly or indirectly offer or accept gifts, entertainment, or favors that are intended or may appear to be intended to obligate or inappropriately benefit either party. Bribes to Company employees are forbidden in all circumstances, along with any gift, entertainment, or other favor that is inappropriate or whose value exceeds legally defined limits. Third parties must not offer such gifts or favors to government officials or make direct or indirect political contributions on behalf of the Company. A third party must ensure any payment or promise of payment to such person has a legitimate business purpose and complies with Applicable Law (including the U.S. Foreign Corrupt Practices Act of 1977, as amended), this Code and other applicable codes of conduct and policies of the Company. Third parties must also follow all applicable tax laws and not participate in any form of fraud or evasion of tax and social security contributions.
Third parties must meet their contractual obligations and comply with all covenants of their agreements with the Company or any third party that could impact the Company. Representations to the Company must be accurate and truthful. They must keep accurate records and adequate business, financial and internal controls.
Third parties must conduct business openly and transparently. Third parties should avoid and disclose to the Company any conflicts of interests.
All transactions must comply with U.S. export and customs laws and additional export and customs laws in the countries where business is being conducted. Third parties whose business activities involve the sale or shipment of Company products, technologies, or services across international borders must understand and ensure compliance with all Applicable Law or restrictions that apply in connection with those activities. Third parties conducting business on behalf of the Company must take additional steps to ensure that they are not interacting, contracting, or otherwise engaging with a person or entity in violation of any Applicable Law, including laws promulgated by the U.S. Office of Foreign Assets Control.
Third parties must uphold fair business standards in advertising, sales, and competition. Third parties must understand and ensure compliance with all competition and trade practices laws or restrictions that apply in connection with their business activities.
Third parties must ensure that all records and reports provided to or on behalf of the Company are comprehensive, accurate, timely, and compliant with applicable legal and financial standards and Applicable Law. Third parties must never misstate facts, omit critical information, or modify records or reports in any way to mislead or assist others in doing so.
Third parties may not disclose or use any of the Company’s confidential information, intellectual property, trade secrets, trademarks, service marks, trade names, brand names, logos, designs, artwork, graphics, branding, trade dress, and other proprietary source-identifying indicia of goods and services unless we have specifically authorized it. Third parties must strictly abide by all non- disclosure agreements and other agreements regarding the confidentiality of information, including agreements with the Company and other third parties. They must comply with all applicable intellectual property and data privacy laws, including taking any reasonably necessary precautions to protect personal data acquired in connection with the operation of its business.
4. Compliance with State and Local Cannabis Laws
Third parties must comply with all applicable state and local cannabis laws, including but not limited to laws relating to business and employee licensing, as well as the terms of any agreements with the Company and other third parties. Any notices of non-compliance, violations, administrative actions, holds, suspensions, revocations, material negative interactions with government officials, and any other potential risks to third parties’ cannabis business licenses or the Company’s status as a partner to third parties should be reported to the Company immediately. The Company reserves the right to review and/or audit third parties’ cannabis licenses, licensed facilities, and related records to ensure third parties’ compliance with Applicable Law and the terms of any agreement with the Company.
5. Accountability and Compliance
Third parties must have a process whereby their employees and others who do business for, or on behalf of, third parties can safely, confidentially, and anonymously (where allowed by law) report violations of this Code to such third party’s management personnel or directly to the Company. Third parties must promptly investigate any observed or reported violations of this Code and report them to the Company. The Company reserves the right to investigate any instance of a third party’s non-compliance with this Code, its own code, or Applicable Law. The Company will hold third parties accountable for non-compliance with this Code. Non-compliance may be grounds to void or terminate our contractual obligations with any breaching third party depending on the specific circumstances, the terms of such contract and Applicable Law.
Third parties must ensure whistleblower confidentiality and prohibit retaliation against workers who participate in such programs in good faith or refuse an order that is in violation of this Code. Third parties must have a process for timely correction of any deficiencies or violations of this Code identified by internal or external audit, assessment, inspection, investigation, or review.
6. Questions and Reporting Resources
The Company receives good faith reports about potential violations of this Code, our Company Code of Business Conduct, policies, or law, and we do not permit retaliation for such reports in accordance with Applicable Law. We expect third parties to encourage reports through their own grievance processes or, where Applicable Law allows, to the Company. Third parties can submit questions relating to this Code or make reports to the Company Legal Department via at email at firstname.lastname@example.org.
D. Review; Amendments; Interpretation
The Board of Directors of the Company (the “Board”) will periodically review this Code and make any revisions as it deems necessary or appropriate. This Code may be updated, modified, or withdrawn by the Board at any time in its sole discretion. The Board has ultimate authority in interpreting and applying this Code. Any questions or requests for interpretations of this Code should be directed to the Company Legal Department via at email at email@example.com.