Motive Technologies, Inc. (“Motive”) is committed to conducting its business in an ethical, legal, and socially responsible manner, treating all workers with respect and dignity, ensuring safe working conditions, and conducting environmentally responsible, ethical operations. We expect our suppliers, vendors, and partners throughout our operations, product offerings, and value chain (as well as their suppliers and subcontractors) (each a “Business Partner”), to embrace the following social, environmental, and ethical responsibilities.

This Motive Business Partner Code of Conduct applies to any person or entity with a business relationship with Motive, including those that provide goods or services to Motive, regardless of the type or absence of compensation for such goods or services, and those who otherwise participate in Motive’s products and services ecosystem while doing business with Motive or any of its affiliates or subsidiaries worldwide. 

This Motive Business Partner Code of Conduct is adapted from the Responsible Business Alliance’s Code of Conduct 7.0 and may be updated from time to time in accordance with our current standards and requirements.

The Motive Business Partner Code of Conduct covers the following areas and requirements:

1. Ethical, Accountable, and Legal Behavior: General Principles
2. Respect and Dignity for Workers and Human Rights
3. Take Care of Our People: Respect for Health and Safety
4. Take Care of Our Planet: Respect for the Environment
5. Conduct Business Ethically and Responsibly
6. Keep Track of Compliance and Be Accountable

1. Ethical, Accountable, and Legal Behavior: General Principles

Our requirements center on some  general principles. Motive expects its employees, executives, Board of directors, its Business Partners, and our entire value chain to adhere to these principles, as our customers and our community expect these behaviors from us. By adhering to these principles, Motive and its Business Partners create trust and confidence in Motive’s operations for its entire ecosystem. These principles are:

• Follow the law
• Act honestly, ethically, and with integrity
• Take care of each other
• Treat people with dignity and respect
• Take care of the planet and the environment
• Protect and secure all confidential information and data, regardless of whose it is
• Be trustworthy and accountable

These principles provide a solid foundation for effective decision-making.  The rest of this Code of Conduct builds on this foundation by providing more specific guidance for putting these principles into effect. 

2. Respect and Dignity for Workers and Human Rights

Motive is committed to the protection of labor, employment and human rights as further set forth in its Policy on Forced Labor and the Humane Treatment of Workers. Business Partners are committed to upholding the human rights of workers, and treating them with dignity and respect as understood by the international community. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker. Business Partners, more specifically, agree to the following:

1. Compliance with Laws: Generally

Business Partners must comply with all laws and regulations, particularly those relating to labor, employment, and human rights, in the jurisdictions in which they operate and must require the same of its suppliers and subcontractors.

2. Freely Chosen Employment/No Forceful Labor

Motive requires all Business Partners to forbid and not to use, and to require its subcontractors and their subcontractors to forbid and not to use, the following: Forced, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slavery or trafficking of persons is not permitted. This includes transporting, harboring, recruiting, transferring, or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. Further, there must be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company-provided facilities including, if applicable, workers’ dormitories or living quarters. 

As part of the hiring process, all workers must be provided with a written employment agreement in their native language that contains a description of terms and conditions of employment.

Foreign migrant workers must receive their employment agreements prior to the worker departing from his or her country of origin. There shall be no substitution or change(s) allowed in the employment agreement upon arrival in the receiving country unless these changes are made to meet local law and provide equal or better terms. 

All work must be voluntary, and workers must be free to leave work at any time or terminate their employment without penalty if reasonable notice is given as per their contract. 

Employers, agents, and sub-agents’ may not hold or otherwise destroy, conceal, or confiscate identity or immigration documents, such as government-issued identification, passports, or work permits. 

Employers can only hold documentation if such holdings are required by law. However, at no time should workers be denied access to their documents. 

Workers shall not be required to pay employers’ agents or sub-agents’ recruitment fees or other related fees for their employment. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.

3. Child Labor

Child or underaged labor is not to be used in any stage of manufacturing or provision of products and services to Motive. The term “Child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Business Partners shall implement an appropriate mechanism to verify the age of workers.  The use of legitimate workplace learning programs or apprenticeships, which comply with all laws and regulations, is allowed; provided, however, that workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime.

4. Student Workers

Business Partners may have student worker programs, provided, however, that Business Partners must do so through the proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable laws and regulations. Business Partners, further, must provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns, and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks. If child labor is identified, assistance/remediation is provided.

5. Working Hours

Studies have clearly linked worker strain to reduced productivity, increased turnover, and increased injury and illness. Therefore, working hours are not to exceed the maximum set by local law. Further, for workers who are paid hourly, a workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations, and all overtime must be voluntary. Workers must be allowed at least one day off every seven days. 

6. Wages and Benefits 

Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure are not permitted. For each pay period, workers will be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. 

7. Temporary and Outsourced Labor.

All use of temporary, dispatch and outsourced labor will be within the limits of the local law. 

8. Humane, Fair, and Inclusive Treatment of Workers

There is to be no harsh or inhumane treatment of workers including violence, gender-based violence, sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, or verbal abuse of workers; nor is there to be the threat of any such treatment. Any disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers.

Business Partners must be committed to a workplace free of harassment and unlawful discrimination. Business Partners, and their subcontractors, must not engage in discrimination or harassment based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices, e.g.  with respect to hiring, wages, promotions, rewards, and access to training. 

Workers must be provided with reasonable accommodation for religious practices. In addition, workers or potential workers should not be subjected to medical tests, including pregnancy or virginity tests, or physical exams that could be used in a discriminatory way.

Business Partners further must comply with Motive’s Equal Opportunity and Anti-Harassment Policy.

9. Freedom of Association 

In conformance with local law, Business Partners must respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives must be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment. 

3. Take Care of Our People: Respect for Health and Safety

Motive recognizes that in addition to minimizing the incidence of work-related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and retention and morale.  Motive also recognizes that ongoing worker input and education are essential to identifying and solving health and safety issues in the workplace and creating a physically and psychologically safe work environment. 

In line with these principles, Motive’s Business Partners agree to comply with all laws and regulations with respect to worker health and safety, and to comply with the following Health and Safety Standards, at a minimum:

1. Occupational Safety:

Worker potential for exposure to health and safety hazards (chemical, electrical and other energy sources, fire, vehicles, and fall hazards, etc.) are to be identified and assessed, including, but not limited to, by eliminating the hazard, substituting processes or materials, controlling through proper design, implementing engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and providing ongoing occupational health and safety training. When hazards cannot be adequately controlled by these means, workers must be provided with appropriate, well-maintained, personal protective equipment, and educational materials about risks associated with these hazards. Reasonable steps must also be taken to remove pregnant people and those nursing from working conditions with high hazards, remove or reduce any workplace health and safety risks to pregnant people and those nursing, including those associated with their work assignments, and provide reasonable accommodations for nursing mothers.

2. Emergency Preparedness 

To the extent necessary for the workplace, potential emergency situations and events are to be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including emergency reporting, employee notification and evacuation procedures, worker training, and drills. Emergency drills must be executed at least annually or as required by local law, whichever is more stringent. Emergency plans should also include appropriate fire detection and suppression equipment, clear and unobstructed egress, adequate exit facilities, contact information for emergency responders, and recovery plans. Such plans and procedures shall focus on minimizing harm to life, the environment, and property. 

3. Occupational Injury and Illness 

Procedures and systems are to be in place to prevent, manage, track and report occupational injury and illness, including provisions to encourage worker reporting, classify and record injury and illness cases, provide necessary medical treatment, investigate cases and implement corrective actions to eliminate their causes, and facilitate the return of workers to work. 

4. Industrial Hygiene 

If any potential hazards are identified in the workplace, Business Partners must look for opportunities to eliminate and/or reduce the potential hazards. If elimination or reduction of the hazards is not feasible, potential hazards must be controlled through proper design, engineering, and administrative controls. When hazards cannot be adequately controlled by such means, workers are to be provided with and use appropriate, well-maintained, personal protective equipment free of charge. Protective programs must be ongoing and include educational materials about the risks associated with these hazards.

5. Physically Demanding Work 

Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing, and highly repetitive or forceful assembly tasks must be identified, evaluated, and controlled. 

6. Machine Safeguarding 

To the extent applicable to the workplace, production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks, and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.

7. Sanitation, Food, and Housing 

Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Any dormitories provided by Business Partner or a labor agent are to be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate lighting and heat and ventilation, individually secured accommodations for storing personal and valuable items, and reasonable personal space along with reasonable entry and exit privileges. 

8. Health and Safety Communication 

Business Partners must provide workers with appropriate workplace health and safety information and training in the language of the worker or in a language the worker can understand for all identified workplace hazards that workers are exposed to, including but not limited to mechanical, electrical, chemical, fire, and physical hazards. 

Health and safety related information shall be clearly posted in the facility or placed in a location identifiable and accessible by workers. 

Training is provided to all workers prior to the beginning of work and regularly thereafter. 

Workers shall be encouraged to raise any health and safety concerns without retaliation.

4. Take Care of Our Planet: Respect for the Environment

Motive recognizes that environmental responsibility is integral to producing world-class products and services. Motive’s Business Partners are required to identify environmental impacts and minimize adverse effects on the community, environment, and natural resources within their manufacturing operations, while safeguarding the health and safety of the public. Further, Motive is on a mission to reduce its negative environmental impacts, by analyzing its full value chain to reduce waste and emissions. We expect our Business Partners to do the same. To the extent that Business Partners need support in assessing and reducing their impacts, Motive will strive to collaborate and work with its Business Partners to address these matters. Business Partners must agree with the following environmental standards:

1. Environmental Permits and Reporting 

Business Partners must obtain and maintain all required environmental permits (e.g. discharge monitoring), approvals, and registrations and their operational and reporting requirements must be followed.

2. Energy Consumption and Greenhouse Gas Emissions 

Business Partners must strive to assess its energy consumption and greenhouse gas emissions, and to establish greenhouse gas reduction goals. Energy consumption and all relevant greenhouse gas emissions are to be tracked, documented, and publicly reported against the greenhouse gas reduction goal. Business Partners should look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions. To the extent practicable, Motive will collaborate with Business Partners to address this matter.

3. Pollution Prevention and Resource Waste Reduction 

Business Partners must strive to minimize or eliminate emissions and discharges of pollutants and generation of waste at the source or by practices such as adding pollution control equipment; modifying production, maintenance, and facility processes; or by other means. The use of natural resources, including water, fossil fuels, minerals, and virgin forest products, is must conserved by practices such as modifying production, maintenance and facility processes, materials substitution, re-use, conservation, recycling, or other means.

4. Hazardous Substances

Business Partners must identify, label, and manage the ensure safe handling of chemicals, waste, and other materials posing a hazard to humans or the environment, as well as managing such materials movement, storage, use, recycling or reuse, and disposal. 

5. Solid Waste 

Business Partners must implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous). 

6. Air Emissions 

Business Partners must strive to routinely monitor, control, and treat all air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances, and combustion byproducts generated from operations, as required prior to discharge. Ozone-depleting substances are to be effectively managed in accordance with the Montreal Protocol and applicable regulations. Business Partners must conduct routine monitoring of the performance of its air emission control systems. 

7. Materials Restrictions 

Business Partners must adhere to all applicable laws, regulations, and customer requirements regarding the prohibition or restriction of specific substances in products and manufacturing, including labeling for recycling and disposal. 

8. Water Management 

Business Partners must implement a water management program that documents, characterizes, and monitors water sources, use and discharge; seeks opportunities to conserve water; and controls channels of contamination. All wastewater must be characterized, monitored, controlled, and treated as required prior to discharge or disposal. Business Partners must conduct routine monitoring of the performance of its wastewater treatment and containment systems to ensure optimal performance and regulatory compliance. 

5. Conduct Business Ethically and Responsibly

Aside from following the law generally, to meet social responsibilities and to achieve success in the marketplace, Motive requires Business Partners and their agents and subcontractors to uphold the highest standards of ethics including, but not limited to: 

1. Business Integrity 

Motive requires that all Business Partners uphold the highest standards of integrity in all business interactions, including its treatment of our employees, customers, and other Business Partners. Business Partners shall have a zero-tolerance policy to prohibit any and all forms of bribery, corruption, extortion, embezzlement, unfair competition, anti-competitive behavior, unfair, false or misleading advertising, and, to the extent applicable, insider trading. Bribes or other means of obtaining undue or improper advantage are not to be promised, offered, authorized, given, or accepted. This prohibition covers promising, offering, authorizing, giving or accepting anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage. Monitoring, record keeping, and enforcement procedures shall be implemented to ensure compliance with anti-corruption laws. Business Partners must not use any information learned about Motive or any third-parties in its relationship with Motive to unfairly compete or unfairly trade in stock or equity, including, but not limited to, any insider trading. Further, Business Partners must comply with Motive’s Anti-Corruption Policy.

2. Intellectual Property, Confidentiality, Privacy, and Security

Business Partners must take all necessary measures to ensure that all intellectual property rights are respected, transfer of technology and know-how is to be done in a manner that protects intellectual property rights, and customer and supplier information is to be safeguarded. Business Partners further must keep all Motive confidential information and Motive customer information confidential, as required by its agreements with Motive and Motive’s agreements with its customers, as further set forth at gomotive.com/legal/tos. Business Partners must agree to only use any such data and information as provided for in any agreements with Motive and its customers and solely for the purpose of fulfilling its obligations under the agreements. Business Partners may not sell any third-party data received or obtained during their relationship with Motive and may not use any such third-party data other than as explicitly agreed to by Motive and the applicable Business Partner. Business Partners must comply with all applicable laws and regulations and contract terms and conditions regarding privacy, data protection, and information/cybersecurity. Further, Partners must read Motive’s privacy policy or any other applicable policies that govern the use of data by Partners and must not undertake any actions that cause Motive to violate said policies.

3. Responsible Sourcing of Minerals and Materials

Business Partners must adopt and maintain a policy concerning responsible sourcing and use of components and raw materials, which will address at a minimum counterfeit, substitute, and used or repaired parts, specialty metals and conflict minerals. Business Partners must comply with applicable laws and regulations and contract terms and conditions regarding materials sourcing and use. Partners will obtain, maintain and will make available to Motive at least annually or promptly upon request, all such documentation and other information requested by Motive regarding materials and their sources and use. 

Business Partners must adopt a policy and exercise due diligence on the source and chain of custody of the tantalum, tin, tungsten, and gold in the products they manufacture to reasonably assure that they are sourced in a way consistent with the Organisation for Economic Co-operation and Development (OECD) Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas or an equivalent and recognized due diligence framework. 

4. Non-Retaliation and Whistleblowing

Business Partners must have programs that ensure the confidentiality, anonymity, and protection of any Whistleblowers who bring up violations or concerns with respect to this Business Partner Code of Conduct, except to the extent prohibited by law. Business Partners should have a communicated process for their personnel to be able to raise any concerns without fear of retaliation. The term “Whistleblower” refers to any person who makes a disclosure about improper conduct by an employee or officer of a company, or by a public official or official body. 

6. Keep Track of Compliance and Be Accountable

Business Partners shall adopt or establish a management system with a scope that is related to the content of this Business Partner Code of Conduct to ensure compliance, and run fair and expeditious investigations and remediations of any violations. Business Partners and shall provide any documentation of (i) policies and procedures, (ii) compliance, and (iii) identification of operational risks and violations to Motive upon request. Business Partners should integrate compliance with this Business Partner Code of Conduct into its operations and should clearly identify responsible parties within Business Partner’s organization for compliance and reporting as requested. Business Partners must further communicate this Business Partner Code of Conduct to its suppliers, subcontractors, and agents, and have a program to educate and train such parties on responsibilities with respect to this Business Partner Code of Conduct.