Couchbase’s Code of Conduct
For Partners and Suppliers

1. Background


Couchbase, Inc. and its subsidiaries (collectively “Couchbase”) is committed to upholding the highest standards of business conduct and ethics, and conducting all activities in accordance with applicable laws as well as our most fundamental shared values. Couchbase expect its partners, vendors, suppliers and their respective employees (collectively, “Suppliers” or “you”) to maintain these values. This Code of Conduct (the “Code”) describes the policies and standard by which Couchbase conducts business.

 

This Code is not intended to cover every possible situation that may give rise to an ethical or legal concern, but is intended to promote:


  • ethical behavior, fair dealing and workplace conduct;
  • the deterrence of wrongdoing;
  • fair and accurate financial reporting;
  • compliance with applicable laws, rules and regulations; and
  • the prompt reporting of violations of this Code, as set forth in this Code.

Suppliers are expected to review, understand and comply with the policies set forth in this Code. The Code should be viewed as the minimum standards that we expect from our partner and supplier community and is not intended in any way to lessen your contractual obligations with Couchbase. Should you have any questions about the content of the Code, please direct your query to: Legal@couchbase.com.

 

2. Ethical Behavior, Fair Dealing and Workplace Conduct


A company’s reputation for integrity is its most valuable asset and is directly related to the conduct of its officers and employees, as well as its Supplier community. Suppliers should ensure that their officers and employees never use their position with their companies, or any of its customers, for private gain, to advance personal interests or to obtain favors or benefits for themselves, members of their family or any other individual, corporation or business entity. Couchbase adheres to the highest legal and ethical standards, and conducts business in strict observance of both the letter and spirit of all applicable laws.

 

Our employees, those of our Suppliers and customers have the right to respectful treatment. Couchbase will not tolerate discrimination, harassment or victimization in the workplace and expects all Suppliers to provide the same commitment.

 

3. Confidentiality, Protection of Assets


In the course of Suppliers engagement with Couchbase, Suppliers may have access to trade secrets or similarly protected proprietary or confidential information regarding Couchbase’s business (such as financial data, research and development, marketing, business plans or strategies, suppliers, business partners or customers). Suppliers shall have a responsibility to prevent revealing or divulging any such information unless it is necessary to do so in the performance of Supplier’s contractual obligations or as required by law.

 

Access to, or disclosure of, confidential information should be on a "need-to-know" basis and authorized by Couchbase. Any breach of this provision will not be tolerated, and legal action may be taken by Couchbase.

 

Suppliers should endeavor to protect Couchbase’s assets (including data, systems, and equipment) to which Supplier has access and ensure their intended and authorized use. Any suspected incident of fraud or theft should be reported immediately to Couchbase’s legal team at Legal@couchbase.com for investigation.

 

4. Conflicts of Interest


Couchbase expects all Suppliers to conduct themselves and business in a manner that reflects the highest standards of integrity and ethical conduct, in accordance with all federal, state, and local laws and regulations. This includes avoiding real and potential conflicts of interests.

 

Suppliers should avoid situations that might impair, or even appear to impair, their ability to make objective and fair decisions when working with Couchbase. Suppliers are expected to use good judgment, to adhere to high ethical standards, and to avoid situations that create an actual or potential conflict between Supplier’s interests, and the interests of Couchbase.

 

Suppliers may give and accept common courtesy items that are appropriate and modest, associated with customary business practices and for a legitimate business purpose. However, Suppliers must not give, seek or accept for themselves or others any gifts, favors, entertainment, or payments where doing so would create a conflict of interest or violate US or applicable local laws.  Suppliers should not give or accept gifts with an intent to influence Couchbase customers, prospects, employees or representatives or to obtain an improper business advantage, or in exchange for favors or benefits.   

 

5. Compliance with Laws and Regulations


Couchbase expects Suppliers to obey applicable laws and governmental regulations that are applicable to its activities.  This includes, but is not limited to, compliance with the following:


  • Anti-money laundering laws
  • Fair competition laws and laws prohibiting restraints of trade and other unfair trade practices,
  • U.S. embargoes, export controls and anti-boycott laws,
  • Applicable securities laws,
  • Laws prohibiting the unauthorized use, reproduction or distribution of any third party’s trade secrets, copyrighted information or confidential information,
  • Applicable environmental laws,
  • Applicable labor law and regulation to promote a safe and healthy work environment that is free from unlawful discrimination, harassment or retaliation,
  • Laws prohibiting forced labor, slavery, human trafficking and other human rights violations, and
  • Laws protecting the reasonable privacy expectations of customers, partners, suppliers, visitors to our website, and employees.

Some of the above topics may be covered in more detail in this Code, but Supplier should be knowledgeable about specific laws and regulations that apply to its business and operations. If a law conflicts with a policy in this Code, Supplier must comply with the law. 

 

Anti-Bribery & Anti-Corruption Laws


The full text of Couchbase’s Anti-Bribery and Anti-Corruption Policy is available on its website. Couchbase strictly prohibits bribery or other improper payments in any of its business operations. Suppliers have an obligation to conduct business activities ethically and in compliance with applicable laws based on the countries wherein it does business.  Suppliers may only transact business on behalf of Couchbase in compliance with Couchbase’s Anti-Bribery and Anti-Corruption Policy, the United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act of 2010 and all local anti-bribery and anti-corruption laws that may be applicable.

 

Improper payments prohibited by this policy include but are not limited to bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. The prohibition on bribery and other improper payments applies to all business activities, anywhere in the world, and is particularly important when dealing with government officials or employees and agents of state-owned entities. Applicable laws may impose severe penalties for violations. The above summary is not intended to be exhaustive but is provided to help Suppliers representing or acting on behalf of Couchbase gain a basic familiarity with applicable rules so that inadvertent violations can be avoided, and potential issues recognized in time to be properly addressed.

 

Human Rights and Labor Law


All Suppliers must comply with applicable human rights and labor laws in the jurisdictions in which they operate, including modern slavery laws and health and safety rules and regulations. In addition, Suppliers should have robust means of ensuring that their subcontractors also comply.

 

Data Privacy Laws


Suppliers must ensure that their control and processing of personal information is in accordance with, and their information systems comply with, applicable data protection laws and regulations. Suppliers are also expected to have a privacy policy setting out how Supplier handles personal information.


Antitrust Laws

 

Antitrust laws are designed to protect the competitive process and generally prohibit:


  • agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts;
  • agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and
  • the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct.

Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.

 

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages. Suppliers should ensure they understand and comply with the requirements of antitrust and unfair competition laws in all jurisdictions in which they do business.

 

Insider Trading Laws


Supplier must not use material non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information. Such behavior is not only unethical, it is illegal. Suppliers should exercise the utmost care when handling material non-public information.

 

Export Regulations


Suppliers shall comply with all international and domestic export and economic sanctions laws or regulations applicable to their business and during the course of their engagement with Couchbase.

 

6. Financial Integrity, Records and Accounting


Suppliers are responsible for the accurate and complete reporting of financial information with respect to the provision of goods or services to Couchbase.  Financial information submitted to Couchbase, government agencies or the general public must be full, fair, accurate, timely and understandable.  All agreements with Couchbase should be in writing and executed by a Supplier representative with appropriate authority.

 

7. Compliance with the Code


If a Supplier is aware of a suspected or actual violation of the Code, the Supplier should report it to Couchbase by emailing: Legal@couchbase.com. In such circumstances, the Supplier should provide a specific description of the violation that it believes has occurred, including any information the Supplier has about the persons involved and the time of the violation.