Vendor code of conduct

This is the Vendor Code of Conduct associated with that certain Master Services Agreement (“Master Agreement”) between WaveDivision Holdings, LLC, a Delaware limited liability company doing business as Astound Broadband powered by Wave (“Astound”) and Contractor. All capitalized terms not defined herein shall have the meanings that are ascribed in the Master Agreement.

INTRODUCTION

Astound is committed to promoting a positive work environment. It expects its vendors and their employees, agents, and subcontractors (collectively, “representatives”) to adhere to the same standards of conduct and behavior while they are on Astound property or doing business with Astound that Astound expects from its own employees. This code of conduct is not a contract. It is intended solely to provide general guidance to vendors and their representatives to assist them in functioning smoothly and efficiently while performing work for Astound.

The information outlined below is important and should be read carefully. All third party vendors will be required to educate and, when appropriate, train their representatives to ensure they are aware of Astound’s expectations regarding their behavior.

The policies summarized below are not all-inclusive, and there may be other conduct not specifically listed that would be unacceptable. Astound expects that vendors and their representatives will conduct themselves in a professional manner at all times while on Astound property or while doing business with Astound. Astound may request the immediate removal of any vendor representative who behaves in a manner that is unlawful or inconsistent with any Astound policy or that is otherwise deemed unacceptable to Astound.

EQUAL OPPORTUNITY EMPLOYER

Astound promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce.

Astound is committed to providing equal opportunity to all employees and applicants for employment. This commitment is reflected in all aspects of our daily operations. Astound recruits, hires, trains, pays, promotes, and disciplines employees without regard to race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status. Equal employment opportunity is required by local, state, and federal laws, as well as by Astound policy.

Astound expects its contractors to share its commitment to Equal Opportunity. Contractor’s commitment may include identifying, procuring, and paying for any reasonable accommodation that may be required for a disabled representative of the vendor to perform his or her essential job functions while on Astound property or working on Astound-related business.

CREATING A HARASSMENT-FREE ENVIRONMENT

Astound is committed to providing a working environment free of sexual and other forms of harassment. Harassment or intimidation of any kind toward any person at Astound, or toward an Astound employee conducting business on a vendor’s premises, will not be tolerated. The below policies and procedures apply not only to sexual harassment and intimidation, but to all other forms of harassment and intimidation.

Astound’s Vendor Sexual Harassment Policy is set forth below. Astound asks that the vendor review this Policy and distribute it to all of vendor’s representatives who are currently working with Astound, and to those who may do so in the future. Vendor’s representatives need to understand that, while on Astound property or conducting Astound related business, they will be expected to adhere to the policy below. Astound also expects that vendor will fully cooperate with Astound in any investigation of a harassment complaint involving one of vendor’s representatives. Astound anticipates that any such investigation would proceed as follows:

1. The Astound Human Resources representative responsible for the group or business unit in which the complainant is working will conduct interviews of pertinent persons with knowledge of the allegations made by the complainant. Astound prefers that vendor’s designee be present at any interview of the representative. Out of respect for the complainant’s privacy, Astound will provide vendor with a summary of the interviews only if vendor has a strict business need to know the
2. If vendor’s representative has been identified as the “harasser,” vendor will determine the appropriate disciplinary action, if any. Vendor is encouraged to provide a written memo to its representative outlining the results of the investigation and stating the discipline imposed, if any. The Astound Human Resources representative should receive a copy of any such memo given to vendor’s representative. Separate and apart from any discipline vendor may impose against its representative, and regardless of whether the complainant was a Astound employee or not, Astound may require that the representative be removed immediately from Astound property and may prohibit the representative from thereafter returning to Astound property or working on Astound related In that event, vendor’s representative will have e-mail and cardkey privileges immediately revoked. Where an Astound employee has been identified as the “harasser,” Astound will determine the appropriate action, if any, and will issue any written memo outlining the results of the investigation and the action taken.

ASTOUND VENDOR SEXUAL HARASSMENT POLICY

Sexual harassment or intimidation of any person at Astound is detrimental to the maintenance of a supportive, positive working environment. Because such behavior may have serious consequences, Astound will not tolerate unwelcome sexual advances, requests for sexual favors, other offensive verbal or physical conduct of a sexual nature, or any other act of harassment or intimidation.

Sexual harassment is defined as unwelcome verbal or physical conduct that is sexual in nature or that is directed at the person because of his or her gender. Types of sexual harassment may include:

• Explicit or implicit pressure for sexual acts as part of a successful business or professional
• Creation or perpetuation of a hostile or offensive environment through verbal or physical conduct of a sexual nature such as:
  • Propositioning another
  • Touching another person in an unwelcome
  • Making sexual comments, jokes, or
  • Displaying offensive pictures, calendars, bitmaps, or

If vendor’s representative experiences any harassing behavior, the representative should immediately:

• If feasible, identify the offensive behavior to the “harasser,” and request that it
• Contact the representative’s vendor employer or the Astound Human Resources representative assigned to the Astound group in which the representative is

E-MAIL

Vendor and its representatives are expected to meet all Astound requirements for maintenance of passwords, confidentiality and security procedures. For assistance on password guidelines or other security issues contact Astound’s Project Manager identified in the Work Order applicable to the Services provided by Contractor.

Electronic mail or “e-mail” provides an easy-to-use efficient means of communicating with other people at Astound. Violations of Astound’s e-mail policy are potential grounds for vendor’s agreement with Astound to be terminated. E-mail is not personal or confidential and may be accessed by Astound at any time. E-mail may be monitored by Astound for security purposes. Astound e-mail names are confidential. Do not give e-mail names to anyone outside of Astound. Do not share passwords with anyone, attempt to gain access to anyone else’s e-mail account, or use another’s e-mail account without permission. The following e-mail guidelines are designed to ensure that each person uses the e-mail system in a similar manner.

• E-mail is not to be used for personal E-mail should not be used as a forum for political or religious debate, or as a form of entertainment (e.g., chain letters).
• Use of e-mail should be limited to Astound business related All e-mail group aliases (a predefined group of users) must be for Astound business.
• Astound prohibits obscene, profane, or otherwise offensive material from being accessed, stored on or transmitted via Astound equipment or networks.
• When writing e-mail, keep your messages as brief and to the point as
• Make sure the subject line of your message provides a brief, clear description of the contents of the For example, if the mail regards an action item include the due date.
• Make sure you know to whom your e-mail is being sent before sending it. If you are sending to an entire e-mail alias, think about whether every member of the group needs to read your message. You can access information on your intended recipient by selecting the “properties” option from the Outlook
• Be selective when forwarding or replying to an e-mail message. Think about who really needs to see the message; forward it only to those who need the
• Vendor or its representatives may not use Astound systems to solicit by electronic communication or distribute electronic communications for any purpose during work time. This includes the work time of the individual sending an electronic communication and the party receiving an electronic communication. Work time is that portion of the day when a vendor and its representatives are performing duties associated with vendor’s agreement with Astound. (Non-working time includes meal periods, rest periods, or before or after periods when an individual is performing duties associated with vendor’s agreement with Astound.) If on Astound premises for any reason vendor and its representatives may not distribute electronic or written communications in work areas (such as offices, cubicles, copy rooms, or conference rooms) at any time.
• E-mail should not be used to solicit business or to receive information about regular positions at
• E-mail and its contents, as well as any other data stored on or transmitted by Astound-owned or leased equipment, is the property of Astound. Astound may access this data as needed and without prior notice; accordingly, do not assume that e-mail and other communications are

ON-LINE COMMUNICATIONS

Astound’s various on-line systems (e-mail, intranet and Internet access, etc.) are vital business resources in providing efficient communication and information exchange. For access to any external service or resource (including but not limited to: the Internet, Google, America Online, MSN, etc.) approval to connect to external services off of the Astound network must be obtained by contacting Astound’s Project Manager identified in the Work Order applicable to the Services provided by Contractor. Approval will be based on business justification and requires Astound manager sponsorship. Vendor and its representatives may not use IT systems to solicit by electronic communication or distribute electronic communications for any purpose during work time. This includes the work time of the individual sending an electronic communication and the party receiving an electronic communication. Work time is that portion of the day when a vendor or its representative is performing duties associated with vendor’s agreement with Astound. (Non-working time includes meal periods, rest periods, or before or after periods when an individual is performing duties associated with vendor’s agreement with Astound.) If on Astound premises for any reason vendor and/or its representatives may not distribute electronic or written communications in work areas (such as offices, cubicles, copy rooms, and/or conference rooms) at any time.

In all cases, distribution or storage of obscene, profane, abusive, or otherwise offensive material on Astound owned computer equipment or systems is prohibited. Forgery or tampering with Astound on-line systems is also a violation of Astound company policy. Examples include:

• Intentionally impersonating someone else and/or misrepresenting
• Modifying a message and forwarding it without noting the changes (i.e., deletions, removal of recipients, content modification, etc.).
• Fabricating a message and/or sender of a message.
• Bypassing the user-security mechanisms of the mail system in a malicious manner (such as creating bogus accounts).
• Modifying the internal mail transport header to forge a routing path that a message takes through the

Violations of the above policy are subject to disciplinary action, up to and including immediate termination of the vendor’s agreement with Astound and/or legal action.

E-mail and Electronic Bulletin Boards should never be used in any of the following ways:

• As a forum for political or religious
• As a form of
• To solicit for any private business or
• To harass, intimidate, or threaten Astound employees, contingent staff, other vendors or their representatives or any other person.

Vendor and its representatives must always disclose its/their identity on any internal and external networks, including clearly identifying their vendor affiliation with Astound and should not engage in an external discussion about Astound while performing duties associated with vendor’s agreement with Astound without prior approval from the Astound manager sponsoring the vendor agreement and unless your vendor affiliation with Astound has been disclosed. For additional obligations on communication regarding Astound, vendor and its representatives should refer to the non-disclosure section of the agreement signed prior to the time vendor and its representatives started performing duties associated with vendor’s agreement with Astound.

NON-SOLICITATION AND NON-DISTRIBUTION

Astound wants to provide a work environment that allows completion of assigned tasks in a safe and secure manner with the least amount of disruption. Therefore, this non-solicitation and non-distribution policy for vendor and its representatives must be followed to help maintain Astound project site efficiency and security.

Individuals who are not a vendor or its representatives with an agreement for services with Astound, contingent staff at Astound or Astound employees are not allowed on Astound premises (such as any property, parking lots, walkways or building space owned, leased or controlled by Astound) for solicitation or distribution of literature or materials (such as brochures, publications, advertisements, surveys, announcements, or flyers), or for other reasons not related to Astound business purposes. This policy prohibits all individuals who are not a vendor or its representatives with an agreement for services with Astound, contingent staff at Astound or Astound employees from soliciting or distributing literature or materials for any purpose at any time on Astound premises.

Vendor and its representatives and contingent staff are prohibited from distributing any form of literature or materials (such as brochures, publications, advertisements, surveys, announcements, or flyers) unrelated to Astound business related purposes in work areas (such as offices, cubicles, copy rooms, and/or conference rooms) at any time. During work time, vendor and its representatives and contingent staff are prohibited from such distribution anywhere at Astound or soliciting for any cause. Work time is that portion of the day when a vendor or its representatives are performing duties associated with vendor’s agreement with Astound. (Non-working time includes meal periods, rest periods, and before or after periods when vendor or its representatives are performing duties associated with vendor’s agreement Astound.) This rule on vendor’s and its representatives’ solicitation and distribution covers vendor and its representatives who are soliciting or distributing materials, as well as intended recipients. Any materials left unattended will be disposed of.

Vendor and its representatives agree that it/they will not utilize other vendors or its/their representatives, temporary personnel or other staff assigned to Astound to solicit for hire any Astound employees.

ASTOUND ACCESS TO INFORMATION AND PROPERTY

E-mail and its contents, voicemail, and any other data of any kind stored on or transmitted by Astound- owned or leased equipment are the property of Astound and may be accessed by Astound at any time without further notice. Such data remains Astound’s property, and Astound retains its right to access or retrieve such data, even if the data has been transferred to equipment that is not owned or leased by Astound. Vendor is expected to cooperate with and expedite Astound’s access to facilities and equipment when requested, and this may include promptly turning over equipment or keys to an authorized Astound representative or divulging to such representative passwords or other means for disabling any non-Astound created security devices. Astound property and equipment are maintained and made available for the purpose of conducting Astound business, and vendor should not regard as private any Astound premises, facility or equipment or any property stored on or in those premises, facilities or equipment.

Additionally, in order to evaluate and improve customer service, Astound may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions.

Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their representatives while on Astound property or while conducting Astound related business, may be accessed by Astound at any time without notice. Accordingly, vendor should not consider protected by any personal right of privacy anything brought onto or stored on Astound property, stored on Astound equipment, or used while working on Astound related business. Any Astound property used by vendors and their representatives while performing Astound related business remains the property of Astound.

GIFTS

Astound employees cannot accept payments of any amount or gifts or favors valued in excess of $100 from persons or firms with which Astound has business dealings, unless prior approval is obtained from a vice president or more senior Astound official. Accordingly, vendor and its representatives should refrain from giving to Astound employees gifts with a value of more than $100. Astound employees are strictly prohibited from soliciting gifts of any value.

PROPER USE OF SOFTWARE

The unauthorized duplication and use of software and/or documentation by Astound vendors or contractors is a violation of the copyright laws of the United States and all the other countries in which Astound and its subsidiaries maintain offices. This applies equally to Astound-created software, whether a Beta or a final version, and to non-Astound software. Violation of copyright laws can subject vendors and Astound to liability for significant civil and criminal penalties.

The following practices, unless granted by a specific license, are among those prohibited by this policy:

• Making additional copies of third-party software products for your use on other
• Making copies of software (third-party or Astound-created) for friends or
• Distributing software over a
• Providing copies of software to bulletin board

Astound’s IT department maintains a list of software products that have been licensed to Astound for network use or on a site-license basis. Each department that acquires third-party software is responsible for retaining proof of proper licensing of that software, such as end user license agreements, original disks and manuals, and receipts. Any vendor representative who has questions regarding the terms of any third-party license agreement should contact Business and Legal Affairs.

Failure to follow this policy can result in action against vendor and its representative, including termination of the representative’s services and/or termination of Astound’s contract with vendor.

CONFIDENTIALITY

All information supplied by Astound to vendor and its representatives should be regarded as confidential unless otherwise specified. Vendor and its representatives are not authorized to speak to the press on Astound’s behalf, unless expressly authorized in writing to do so by Astound. Prior to performing any work for Astound, vendor will be required to sign a contract that includes a non-disclosure agreement.

HEALTH AND SAFETY

Astound observes all applicable health and safety regulations under local, state and federal laws, including OSHA, Cal/OSH and WSHA. In addition, Astound is a Drug Free Workplace, and a non-smoking environment. While on Astound property or conducting Astound business, all vendors and their representatives will be expected to observe all applicable health and safety laws and policies that, in addition to the above, may include motor vehicle laws and traffic signage both inside and outside any Astound workplace.

VENDOR STANDARDS

Astound expects its chosen vendors to operate in the best interests of Astound at all times. It is expected that all equipment, manpower and services will be provided at the highest quality level while maintaining flexibility and cost effectiveness.

It is the responsibility of the vendor to inform its Astound contact (or a member of Astound’s management team) if and when any situation develops that requires the vendor to operate in violation of the guidelines set forth in this document.

Additionally, in the event an Astound employee has a relationship (spouse or other family relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, Astound senior management approval is required prior to contracting for the services of said vendor.