NUTANIX VENDOR CODE OF CONDUCT

The Nutanix Vendor Code of Conduct applies to all vendors from which Nutanix, Inc, or any of its affiliates (collectively, “Nutanix”) may procure products, technology, services or human resources.

Ethical Principles and Core Values

Nutanix practices these core values and expects that our Vendors will make these core values part of their everyday DNA as well.

  • Honesty
  • Integrity
  • Trustworthiness
  • Respect for others
  • Responsibility
  • Accountability
  • Obedience to the law
  • Empathy
  • Commitment to the code

Decision Making and the Code of Conduct

When making a decision, ask yourself the following:

  • Is it legal?
  • Does it comply with the code?
  • Does it reflect our company values and ethics?
  • Does it respect the rights of others?
  • If you are unsure about any of the answers, ask your contact at Nutanix .– We are here to provide you required assistance. We like to collaborate, not preach. We are your partner, not your policeman. We share a mutual goal of running an ethical and profitable business.

Reporting/Speaking Up

Nutanix encourages all our Vendor partners to ask questions and raise issues without fear of retaliation and is committed to treating reports seriously and investigating them thoroughly.

Vendors MUST report suspected unethical, illegal or suspicious behavior immediately. Nutanix does not tolerate retaliation against anyone who makes a good faith report of suspected misconduct or otherwise assists with an investigation or audit.

To report a concern:

  • Call the anonymous hotline at 1(844)723-8366; or
  • Make a confidential and/or anonymous report by e-mailing us at codeofconduct@nutanix.com

No Retaliation

Vendors who report a concern in good faith cannot be subjected to any adverse action including:

  • Unfair denial of business opportunities with Nutanix
  • Harassment or reprisals of any nature
  • Exclusionary behavior

Equal Opportunity

Nutanix will not tolerate discrimination based on race, color, religion, gender, age, national origin, sexual orientation, marital status, disability or any other protected class within our company, and we categorically refuse to conduct business with any Vendor that tolerates such practices. Nutanix requires that all of our Vendors commit to having and maintaining a published and enforced policy of zero tolerance for any of these discriminatory practices. Nutanix

regularly trains its employees in this area, and we require that our Vendors likewise devise, adopt, maintain and administer regular updated training to its workforce.

Harassment

Nutanix maintains a policy of zero tolerance for any type of harassment, and we require that our Vendors do the same. Nutanix treats all employees, customers, business partners and other stakeholders with dignity and respect at all times. We expect our vendor partners will do the same.

Any type of harassment, including physical, sexual, verbal or other, is prohibited and can result in Nutanix taking action up to, and including, termination of our relationship with your organization.

Harassment can include actions, language, written words or objects that create an intimidating or hostile work environment, such as:

  • Yelling at or humiliating someone
  • Physical violence or intimidation
  • Unwanted sexual advances, invitations or comments
  • Visual displays such as derogatory or sexually-oriented pictures or gestures
  • Physical conduct including assault or unwanted touching
  • Threats or demands to submit to sexual requests as a condition of employment or to avoid negative consequences

Bullying

Nutanix is deeply committed to ensuring that our employees, contractors, vendors, and customers work in safe and respectful environment that is free of bullying. Bullying can include:

  • Spreading malicious rumor or gossip
  • Excluding or isolating someone socially
  • Establishing impossible deliverables
  • Withholding necessary information or purposefully giving the wrong information
  • Intimidating someone
  • Impeding someone’s work
  • Unfairly denying training, leave or promotion
  • Constantly changing work guidelines
  • Sending offensive jokes or emails
  • Criticizing or belittling someone constantly
  • Tampering with a person's personal belongings or work equipment

Nutanix expects that as a valued business partner, your organization will adopt and enforce a zero-tolerance policy in this regard, and that you will train your employees on regular basis to identify and refrain from these behaviors.

Conflicts of Interest

It’s important for our Vendor partners to disclose any relationships, associations or activities that could create actual, potential, or even perceived, conflicts of interest. If your organization, or any of your employees are engaged in activity or relationship that may interfere with your ability to adhere to the requirements of your relationship with Nutanix, you must promptly notify us, and you must train your employees on regular basis to identify and refrain from these behaviors.

External Communication on Behalf of the Company

At Nutanix, only our authorized officers are empowered to make public representations about our company to the public, media and/or legal authorities. As one of our vendor partners, you should refer all requests for information or interviews to us. We are a US publicly traded company, and we are subject to very strict regulations as to what information is to be published, and when. You may not, under any circumstances, take it upon yourself to issue any public statements or disclosures about your relationship with Nutanix.

Confidentiality

Nutanix and its employees maintain the confidentiality of all proprietary information. Proprietary information includes (but is not necessarily limited to) all non-public information pertaining to our products and technology, our customers, our employees, our vendor partners, our finances, and any other non- public business related information.

Confidential information can include:

  • Customer lists
  • Vendor lists
  • Pricing information
  • Terms of contracts
  • Company policies and procedures
  • Financial statements
  • Marketing plans and strategies
  • Product road maps
  • Trade secrets
  • Any other information that could damage the company or its customers or vendors if it was disclosed

Nutanix will take all reasonable and necessary steps to protect and maintain the integrity and confidentiality of  YOUR confidential and proprietary information, data and materials, and we require that you do the same. We require that you take these steps from the perspective of your IT infrastructure, i.e., that you procure and implement all requisite security apparatus, and that you train your employees on regular basis in order to educate them as to best practices in this regard.

Privacy

Nutanix complies with the requirements of all US and international privacy laws, including but certainly not limited to the GDPR. All Nutanix employees sign an agreement that contains provisions for information confidentiality and non-disclosure.

Our company, nor our employees will disclose any private or personal information of:

  • Employees
  • Customers
  • Vendors
  • Competitors
  • Third parties

When dealing with any personal identifiable information or data, we expect vendors to comply with applicable privacy laws in connection with such data. We require that as one of our valued partners, you adopt and maintain the same stringent policies, and regularly train your employees accordingly.

Your employees must store all personal identifying information securely, mark it as confidential and store it only for as long as it is needed for the purpose for which it was collected.

When processing personal information, your employees must limit access to only those with a clear business need for the information.

You are required to report any breaches of privacy, including the loss, theft of or unauthorized access to personal information, to Nutanix without delay.

You are required to fully cooperate with Nutanix to mitigate any harm or losses in the event of a security breach or unauthorized disclosure of private information.

You are required to maintain a physical infrastructure (security apparatus) and appropriate safeguards that maximizes security and minimizes the potential for any breach of personal information.

You are required to be fully familiar with all applicable privacy laws, rules, statutes and regulations.

Competition, Fair Dealings and Antitrust

Nutanix competes aggressively for new business, and we fully expect that your company does the same. However, all business relationships are to be built upon trust and mutual benefits and MUST be FULLY compliant with competition/antitrust laws.

You are required to:

  • Communicate your company’s products and services in a manner that is fair and accurate, and that discloses all relevant information, i.e., all information that a reasonable customer could be expected to rely on when evaluating your products or services
  • Familiarize your employees and agents with these fair competition policies and maintain their awareness of the consequences of any violation of policies or laws governing fair competition
  • Consult your company’s legal department before engaging in any new practice that may affect fair competition
  • Refrain from price fixing, bid rigging, and any other anti-competitive activities
  • Use only publicly available information to understand business, customers, competitors, business partners, technology trends, and regulatory proposals and developments
  • Advise Nutanix immediately of possible violations of fair competition practices

Bribery and Facilitation Payments

Your company will not attempt to influence the judgement or behavior of a person in a position of trust by paying a bribe or kickback. This applies to persons in government and in private business. This applies to your behavior with Nutanix and all of your other customers and partners. This rule is absolute.

Nutanix does not permit facilitation (or “grease”) payments to government officials or private business in order to secure or speed up routine actions. Nutanix likewise will not tolerate any kick backs, favors, gifts or gratuities provided to any of our employees in return for providing business to your company. You may not provide any lavish dinners or entertainment to any Nutanix employees.

You must:

  • Keep accurate books and records at all times and monitor that funds are not being used for bribery or facilitation payments
  • Refuse any offer or request for an unlawful payment and report the incident to the Nutanix immediately if any of our representatives suggest anything of this nature.
  • Train your employees on regular basis to identify and refrain from these behaviors.
  • Be familiar with the FCPA, the UK anti-bribery law, and all other similar laws and regulations, and educate your employees as to how they are to adhere to these provisions.

Gifts and Entertainment

While gifts and entertainment among business associates can be appropriate ways to strengthen ties and build goodwill, they also have the potential to create the perception that business decisions are influenced by them. Nutanix is committed to winning business only on the merits of its products, services and people and complies with all legal requirements for giving and receiving gifts and entertainment. We require that all our suppliers and vendors adhere to these same values.

You must:

  • Use sound judgment and comply with the law regarding gifts and other benefits
  • Never allow gifts, entertainment or other personal benefits to influence decisions or undermine the integrity of business relationships
  • Never accept or provide gifts or entertainment that are illegal, immoral or would reflect negatively on Nutanix
  • Where applicable, comply with company’s policy in relation to gifts and other benefits

Our Employees may accept occasional unsolicited personal gifts of nominal value such as promotional items and may provide the same to customers and business partners. However, offering anything to a Nutanix employee that it is in excess of that nominal value, especially if there is an intended quid pro quo of a Nutanix procurement of your company’s products or services, is strictly forbidden and a violation of this rule; it will result in an immediate termination of our relationship.

Political Contributions

Your company and your employees are of course free to support any political party or entity on a personal level. However, this must be kept separate from company business as it pertains to Nutanix. For example, making a political contribution to a candidate favored by a Nutanix employee in order to curry favor of that Nutanix employee in the hopes of facilitating Nutanix’s purchase of your company’s products or services would violate this provision and result in a termination of our relationship.

Charitable Contributions

Nutanix supports a variety of charities and we respect and appreciate any effort made by your company and your employees to support any charity that they deem worthy and appropriate. However, as in the case with political contributions, any such donation that is made with the intent to influence a Nutanix purchase of your products or services is a violation of this code of conduct and will result in a termination of our relationship.

Record Keeping

All documents, databases, voice messages, mobile device messages, emails, computer documents, files and photos are records. You are required to:

  • maintain these records and protect their integrity for as long as required by law or by other agreement with Nutanix
  • maintain official record keeping systems to retain and file records required for business, legal, financial, research or archival purposes
  • dispose of your records according to your company’s records retention and disposition schedule

You must inform your employees that they should never destroy documents in response to, or in anticipation of, an investigation, litigation or audit. This should be a part of the regular and recurring training that you provide to your team members.

Protection and Proper Use of Company Assets

Our assets include facilities, equipment, computers and information systems, telephones, employee time, confidential and proprietary information, training materials, marketing collateral and funds.

Suspected incidents of fraud, theft, negligence, damage, abuse and waste should be reported to us immediately.

Money Laundering

Nutanix complies with anti-money laundering laws. Money laundering is the process of concealing illicit funds by moving them through legitimate businesses to hide their criminal origin.

You must never knowingly facilitate money laundering or terrorist financing, and must take steps to prevent inadvertent use of your company’s business activities for these purposes. You are required to immediately report any unusual or suspicious activities or transactions such as:

  • attempted payments in cash or from an unusual financing source
  • arrangements that involve the transfer of funds to or from countries or entities not related to the transaction or customer
  • unusually complex deals that don’t reflect a real business purpose
  • attempts to evade record-keeping or reporting requirements

Insider Trading

As stated previously, Nutanix is a publicly traded company. We are subject to strict laws and regulations regarding how we share important financial and other information about our company. As our vendor partner, you may have access to or learn information about Nutanix, that is not publicly available. It is illegal for any individual to use information obtained in this way for personal gain or to share it with others.

You are prohibited from:

  • Buying or selling securities based on non-publicly available knowledge gained in the course of your business with Nutanix
  • Providing information or “tips”, or encourage another person to buy or sell securities based on inside information You are under an affirmative obligation to report suspected insider trading immediately to Nutanix.

Health and Safety

Nutanix conducts business in accordance with applicable health and safety requirements and strives for continuous improvement in its health and safety policies and procedures.

All our employees as well as our vendors are expected to perform their work in compliance with applicable health and safety laws, regulations, policies and procedures and apply safe work practices at all times in all locations.

Environment

Nutanix is committed to operating in an environmentally responsible manner, from the provision of products and services, to the operation of its offices and facilities, selection of vendors and other business activities.

You are required to fully comply with all applicable environmental laws and regulations as well as self-directed commitments to sustainable practices and environmental protection.

Corporate Social Responsibility

Nutanix believes that corporate social responsibility extends to our entire supply chain. This encompasses not only the products and services supplied but also the human rights, ethics and social practices of our company and its vendors.

One goal of the corporate social responsibility procurement program is to build partnerships with like-minded organizations by actively seeking out business partners who are the most environmentally and workforce friendly.

Forced Labor: Our company and its vendors shall employ all employees under their own free will with no one being subjected to bonded or forced labor. This policy applies to not only the vendor’s business operations but also those of their vendor network with which the company conducts its business.

Child Labor: Our company and its vendors shall not employ any people under the minimum legal working age of the country in which they work.

Responsible Environmental Impact: Our company and its vendors shall produce measurable environmental impact reports and conduct ongoing efforts to reduce environmental pollution while increasing sustainability.

Our company encourages and supports involvement in the community that has supported it. This includes supporting local business and talent by, for example, sourcing local products and services, where appropriate, and showcasing the work of local artists in the company’s public spaces.

Charitable involvement is important to the company and a charity committee meets ones a month to discuss and execute potential and ongoing charitable projects.

Use of Social Media

Vendor or any of its employee shall not make any references to Nutanix without a prior written consent when engaging with social media platforms. In this context, Nutanix would refer you to the policies stated in this document regarding privacy, confidential information, insider trading, and harassment. All such policies are applicable in the context of use of social media. You are responsible for the conduct of your employees in this context.

How to Notify Us

If you have questions or comments regarding these policies, or should you wish to report a potential violation of any of these provisions, you should contact us at codeofconduct@nutanix.com (copy to: procurement@nutanix.com).

When contacting, provide your company’s full (registered) name and address with a brief description to your query.

Code of Conduct Acknowledgement

By entering in to any business relationship or transaction with Nutanix, you acknowledge and affirm that:

  • You have read the entire code of conduct and understand your responsibilities related to it.
  • You have had the opportunity to ask questions to clarify any unclear aspects of the code.
  • You agree to fully abide by its principles.
  • You agree to report to the company any violations of the code.
  • You agree to cooperate in any investigations of violations of the code.