SERVICE PROVIDER CONDUCT POLICY
Service Provider Conduct Policy
THIS SERVICE PROVIDER CONDUCT POLICY ("CONDUCT POLICY") IS AGREED BETWEEN EDGE FIBERNET, INC, OR ITS AFFILIATE, WHICHEVER IS THE BUYER OF SERVICES ("BUYER"), AND THE ENTITY FROM WHICH BUYER IS PURCHASING ("PROVIDER") ONE (1) OR MORE PROFESSIONAL SERVICES ("SERVICES") TO BE PERFORMED FOR THE BENEFIT OF BUYER OR A BUYER CUSTOMER ("CUSTOMER") UNDER BOTH AN "AGREEMENT" (MEANING EITHER A WRITTEN AGREEMENT BETWEEN BUYER AND PROVIDER OR THE WRITTEN GOVERNING TERMS AND CONDITIONS) AND ANY ASSOCIATED "TRANSACTION DOCUMENT" (MEANING A PURCHASE ORDER OR STATEMENT OF WORK), WHICH TOGETHER EXCLUSIVELY GOVERN SUCH SERVICES EFFECTIVE ON THE EARLIER OF THE DATE WHEN SUCH TRANSACTION DOCUMENT IS "EXECUTED" (MEANING, WITH RESPECT TO A PURCHASE ORDER, THE DATE ON WHICH SUCH PURCHASE ORDER IS ACCEPTED BY PROVIDER, AND WITH RESPECT TO A STATEMENT OF WORK, THE DATE THAT IS IDENTIFIED AS THE EFFECTIVE DATE OF SUCH STATEMENT OF WORK, OR IN THE ABSENCE OF SUCH IDENTIFIED EFFECTIVE DATE, WHEN THE STATEMENT OF WORK IS COUNTERSIGNED) AND THE DATE WHEN PROVIDER INITIATES PERFORMANCE UNDER A TRANSACTION DOCUMENT ("POLICY EFFECTIVE DATE"). THIS CONDUCT POLICY IS INCORPORATED BY THIS REFERENCE INTO THE AGREEMENT AND ANY TRANSACTION DOCUMENT EXECUTED AFTER THE DATE WHEN THIS CONDUCT POLICY IS POSTED ON THIS WEBSITE. FROM TIME TO TIME, BUYER MAY AMEND THIS CONDUCT POLICY IN ITS SOLE DISCRETION, POSTING THE AMENDED CONDUCT POLICY ON THIS WEBSITE WITHOUT PRIOR NOTICE, AND ANY SUCH AMENDMENTS OF THE CONDUCT POLICY SHALL BE INCORPORATED INTO THE AGREEMENT AND SHALL BE BINDING ON THE PARTIES TO THE AGREEMENT; PROVIDED THAT THE VERSION OF THIS CONDUCT POLICY THAT APPEARS ON THIS WEBSITE AT THE TIME A TRANSACTION DOCUMENT IS EXECUTED SHALL BE BINDING WITH RESPECT TO THE SERVICES PERFORMED UNDER SUCH TRANSACTION DOCUMENT.
IN THE EVENT OF A CONFLICT BETWEEN THIS CONDUCT POLICY AND THE AGREEMENT, THIS CONDUCT POLICY SHALL PREVAIL. IN THE EVENT OF A CONFLICT BETWEEN THE TRANSACTION DOCUMENT AND THIS CONDUCT POLICY, THIS CONDUCT POLICY SHALL PREVAIL; PROVIDED THAT CONFLICTING TERMS AND CONDITIONS IN A STATEMENT OF WORK THAT EXPRESSLY STATE THAT THEY SUPERSEDE CERTAIN SPECIFIED PROVISIONS OF THIS CONDUCT POLICY SHALL PREVAIL WITH RESPECT TO THE SERVICES UNDER ONLY THAT CERTAIN STATEMENT OF WORK.
AS USED HEREIN, "PARTY" MEANS BUYER OR PROVIDER INDIVIDUALLY, AND "PARTIES" MEANS BUYER AND PROVIDER COLLECTIVELY. "AFFILIATE" MEANS AN ENTITY THAT OWNS, IS OWNED BY, OR IS UNDER COMMON OWNERSHIP WITH, A PARTY. "PURCHASE ORDER" OR "PO" MEANS A WRITTEN ORDER FOR SERVICES SUBMITTED BY BUYER TO PROVIDER EITHER IN HARD COPY OR ELECTRONIC FORM IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. "STATEMENT OF WORK" OR "SOW" MEANS A WRITTEN AND EXECUTED CONTRACT THAT IS BETWEEN BUYER OR BUYER'S AFFILIATE AND PROVIDER, AND THAT SPECIFIES THE TERMS AND CONDITIONS UNDER WHICH PROVIDER WILL PROVIDE SERVICES AND WORK PRODUCT TO BUYER FOR THE BENEFIT OF A CUSTOMER.
PROVIDER SHALL ENSURE THAT PROVIDER'S PERSONNEL HAVE READ AND UNDERSTOOD THE CONTENTS OF, AND SHALL WARRANT PROVIDER'S PERSONNEL'S CONTINUOUS COMPLIANCE WITH, THIS CONDUCT POLICY.
POLICIES AND PROCEDURES
Background Checks. The following background checks are required for all Provider "Personnel" (meaning a Party's and its agents' and subcontractors' owners, directors, officers, and employees) who need a badge or electronic access to a "Project Site" (meaning the location where Services are to be performed or to which travel is necessary in order to perform Services) that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, and such Personnel shall successfully pass the following checks:
Misdemeanor and felony conviction check based on seven (7) years of residence history, maiden name, aliases, other names, and official identification;
International criminal history check (to the extent permissible, available, and applicable); and
Verification of authorization to work in the United States or the country in which the applicable Project Site is located (to the extent permissible, available, and applicable).
Personnel Identification. Provider shall provide Buyer with the names of all Personnel who will be performing Services at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. All such Personnel shall sign in, as required, at the applicable reception desk or as otherwise directed by Buyer or Customer.
Personnel Access. Provider's Personnel shall present the following when requesting a badge to access a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer:
Employee identification badge with a picture, or government-issued picture identification card (e.g., driver's license); and
Document that names the individual, that is issued by Provider or Provider's certified agent, and that confirms that the individual has passed the background check successfully.
Unrelated Materials and Information. While performing Services, all Personnel must confine their activities to the area(s) where the Services are to be performed, except as otherwise directed and personally guided by Buyer or the applicable Customer. In no case shall Personnel tamper with or handle any equipment, materials, or physical documents, or tamper with or read any electronic documents or data that do not pertain to, and are not required for the performance of, the Services.
Unacceptable Possessions at Project Site. Provider's Personnel shall not bring weapons, cameras, or any other materials specifically excluded under the terms of the applicable Statement of Work onto a Project Site or any property that is owned, controlled, or designated for the performance of Services by Buyer or any Customer (including any such property that is a parking lot) whether carried on a person or in a vehicle; provided that the foregoing shall not apply to the use of cameras set forth in the applicable Statement of Work or to the extent expressly permitted by an authorized representative of Buyer.
Personnel Instruction. Provider shall properly instruct all of Provider's Personnel in the execution of their job duties.
Traffic Regulations. Provider's Personnel shall observe posted traffic regulations while at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer.
Provider and Personnel Property. Neither Buyer nor any Customer shall be responsible for damage to Provider's or Provider's Personnel's vehicles or other property, regardless of the cause.
Professionalism. While Provider's Personnel are at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, such Personnel shall maintain a professional demeanor and decorum and strict work discipline by, at a minimum, adhering to the following rules of personal conduct:
Provider's Personnel shall not be under the influence of, nor have in her/his possession, any intoxicants, narcotics or any other mind-altering or illegal substance(s).
Provider's Personnel shall not engage in any conduct that is generally recognized as unprofessional, dangerous, or provocative, including without limitation horseplay, wrestling, fighting, gambling, threatening, protesting or other verbally or physically disturbing activity.
Provider's Personnel shall not smoke any substance inside any building or physical structure and instead, if electing to smoke, may do so only in specific, designated smoking areas approved by the applicable Project Site manager in compliance with local, state, and federal laws and ordinances.
Provider's Personnel shall not engage in sexual harassment or any other type of harassment of any kind, whether by verbal, physical, visual or other means, including without limitation harassment on the basis of sex, race, color, religion, gender, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation, gender identification, or any other characteristic protected under any local, state, or federal law or ordinance.
Provider's Personnel shall not illegally or improperly dispose of their personnel debris, trash or other waste items, including without limitation lunch scraps, drinking cups, and cigarette butts.
Safety Regulations. Provider's Personnel shall observe all applicable safety-related laws and regulations, all standard safety rules and accident preventative measures, and any and all safety guidance or requirements that are provided by Buyer or the applicable Customer or that are posted at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. Provider shall, at a minimum, abide by the following requirements with respect to Services performed and Provider's Personnel performing at such a Project Site:
Provider shall provide to Buyer proof of liability and workers' compensation insurance.
Provider shall establish, maintain, and enforce its own appropriate safety, health, and work procedures sufficient to encompass the Services being performed ("Provider Procedures"). In the event of a conflict, this Conduct Policy or Buyer's or the applicable Customer's reasonable requirements or procedures related to safety shall prevail over the Provider Procedures.
Provider and its Personnel shall use applicable guards on, and follow instructions related to, machinery and equipment and eliminate or immediately report to either Buyer or Customer, as applicable, any other hazards in accordance with the applicable local, state, and federal workplace safety laws and regulations.
Provider and Provider's Personnel shall ensure that, when not in use, their tools, materials, and equipment are stored neatly, securely, and safely in a manner that shall not obstruct aisles, stairs, halls, roads, entrances, or exits. Provider and Provider's Personnel also shall ensure that at no time, even during use, will their tools, materials, or equipment obstruct the passageways to fire extinguishers, safety equipment, or emergency exits.
Provider shall provide and require that its Personnel appropriately utilize all barriers, signs, lights, and security Personnel necessary to ensure the safe and secure performance of the Services. To the extent required by law or necessary to protect the health and safety of Buyer's, Customer's, or Provider's Personnel, Provider shall ensure that the area where Services are performed is appropriately isolated and posted with clear and conspicuous notices that warn of any hazards that may be associated with such area and/or the Services.
Provider shall provide and require that its Personnel appropriately utilize approved safety equipment and eye protection necessary to ensure the safe and secure performance of the Services.
In the event that Provider's Personnel witness or learn of any accident or other occurrence resulting in or associated with any personal injury, death, illness, or property damage at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, Provider shall immediately notify Buyer, as applicable, the appropriate Customer authority, and, particularly in the event of an emergency need, applicable safety and emergency personnel. Upon Buyer's request, Provider shall provide Buyer with documentation fully describing such personal injury, death, illness, or property damage, the actions leading thereto, and the actions implemented or planned to prevent similar occurrences.
Release to Environment. In performing Services under the Agreement, Provider and Provider's Personnel shall not discharge, release, or emit, or cause to be discharged, released, or emitted, any hazardous or non-hazardous substance into the environment. In the event that any such discharge, release, or emission occurs, Provider shall inform Buyer immediately, shall promptly undertake all reasonable efforts to contain and cease such activity, and shall restore all property to its original condition.
Hazardous Materials. Provider and Provider's Personnel shall not use or store flammable, explosive, or otherwise hazardous materials or equipment or use hazardous or unusual methods, except as necessary for the proper performance of the Services. Whenever Provider or Provider's Personnel use or store flammable, explosive, or otherwise hazardous materials or equipment or use hazardous or unusual methods that are necessary for the proper performance of the Services, they shall exercise utmost care and shall conduct such activities under supervision of properly trained personnel and in accordance with standards in the industry, all applicable laws, and all of Buyer's and the applicable Customer's policies, programs, procedures, and guidelines related to hazardous materials. Provider shall not take any remedial action with regard to hazardous materials used in the performance of the Services or enter into any settlement agreement, consent decree, or other compromise relating thereto without first notifying Buyer in writing of Provider's intention to do so and affording Buyer ample opportunity to protect its interests. Provider shall immediately notify Buyer in writing upon Provider becoming aware of any of the following actions that relate to hazardous materials and that are threatened, instituted, or completed with respect to the Services or Provider's relationship to Buyer or any Customer: (a) any government or regulatory action; (b) any legal or other claim for damages, compensation, or other redress against Provider or Buyer; or (c) reports, complaints, notices, or warnings that assert violations and that are submitted to Customer or any governmental agency or other official regulatory body.
Waste Handling. Provider and Provider's Personnel shall manage, handle, and dispose properly of all waste generated in their performance of the Services and in accordance with all applicable governmental and regulatory requirements, including those applicable to hazardous waste, and with all of Buyer's and the applicable Customer's policies, programs, procedures, and guidelines related to the management, handling, and disposal of waste. Provider promptly shall deliver to Buyer copies of manifests or applicable shipping documents reflecting the legal and proper disposal of any hazardous waste or materials that Provider has removed or caused to be removed from any of Buyer's or any Customer's premises. Except as otherwise approved in writing by an authorized representative of Buyer, Provider shall not list Buyer or any Customer as a waste generator and shall not dispose of any waste in, on, under, or about, including within any container, any Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer or any other Buyer or Customer property.
Governmental Permits and Notifications. Provider shall investigate the need for, and shall procure in its own name and, as necessary, in the name of Provider's Personnel, to the extent allowed by law, all governmental permits, notifications, approvals and inspections required for the performance of the Services (each, a "Government Permission"). Provider shall notify Buyer promptly in writing if any Government Permission lapses, is modified, or is revoked. If any applicable law requires the procurement of any Government Permission(s) in Buyer's or the applicable Customer's name, Provider shall promptly inform Buyer of such requirement and shall assist Buyer in securing any such Government Permission(s).
Compliance. Provider and Provider's Personnel shall ensure that they understand and that their performance of Services and tools, materials, and equipment comply with all of Buyer's and the applicable Customer's policies, programs, procedures, and guidelines and all applicable local, state, and federal laws and regulations associated with environmental protection, safety, and health. WITHOUT LIMITING THE FOREGOING, IF ANY SERVICES ARE PERFORMED IN THE UNITED STATES, PROVIDER EXPRESSLY ACKNOWLEDGES THAT PROVIDER IS AWARE OF ALL APPLICABLE LOCAL, STATE, AND FEDERAL LABOR CODES AND OTHER STATUTES, LAWS, AND REGULATIONS GOVERNING THE SERVICES AND THE LABOR EXPENDED PURSUANT THERETO. PROVIDER EXPRESSLY REPRESENTS AND WARRANTS THAT PROVIDER'S FEES PAID OR PAYABLE UNDER THE APPLICABLE TRANSACTION DOCUMENT ARE SUFFICIENT TO ENSURE THAT PROVIDER CAN AND WILL COMPLY WITH SUCH REQUIREMENTS AND THAT BUYER MAY AND SHALL RELY UPON SUCH REPRESENTATION AND WARRANTY.
Security. Provider and Provider's Personnel shall at all times perform Services in a manner that minimizes the risk of, and promptly shall take all reasonable precautions that are necessary and adequate to protect against, loss of or damage to any property due to theft, vandalism, sabotage, or other illegal or unauthorized, destructive activities (collectively, "Destructive Activities"). Provider shall continually inspect all its work, tools, materials, and equipment as well as the Project Site to discover any risks or occurrences of Destructive Activities, and Provider shall be solely responsible for remediating such risks and occurrences. Provider and Provider's Personnel shall cooperate with Buyer and the applicable Customer on all security matters, and Provider promptly shall comply with any project security requirements established by Buyer or the applicable Customer. Compliance with such security requirements shall not relieve Provider of its responsibility for maintaining adequate security, nor shall such compliance be construed as limiting Provider's obligation to undertake any applicable protective or remedial actions. Provider shall prepare and maintain accurate reports of incidents of Destructive Activities, and Provider shall furnish such reports to Buyer in a timely manner. Provider is solely responsible for the safety of its own Personnel.
Cooperation. Provider shall cooperate with Buyer and the applicable Customer in performing Services so as to minimize any potential interference with Buyer's or such Customer's other activities, to protect the safety and health of Buyer's and such Customer's Personnel and visitors, and to safeguard the security and integrity of Buyer's and such Customer's property.
Disputes and Work Stoppages. Provider shall utilize in the performance of the Services only Personnel agreeing to work at all times in harmony with Buyer's and the applicable Customer's Personnel. Provider and Provider's Personnel shall ensure that no dispute between them and any labor organization(s) ("Labor Dispute") shall be permitted to occur or to be manifested on any Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. Provider and Provider's Personnel shall not participate in, or encourage, any cessation of Services due to any Labor Dispute; provided that Provider may participate in lawful negotiations. In the event of any Services performance stoppage due in whole or in part either to the activities of Provider's Personnel or to third party actions involving picketing, Provider agrees to take appropriate and prompt legal action to provide qualified Personnel to continue performance of the Services. If Provider is unable to provide such Personnel to continue such performance promptly, Provider agrees to reimburse Buyer for any costs and expenses incurred by Buyer in causing the Services to be provided by a third party.
COPYRIGHT © 2017 BY EDGE FIBERNET, INC. THIS WEBSITE CONTAINS THE PROPRIETARY INFORMATION OF EDGE FIBERNET, INC. IT IS PROTECTED BY STATE AND FEDERAL COPYRIGHT AND OTHER LAWS. EDGE FIBERNET, INC., EXPRESSLY RESERVES ALL RIGHTS TO DISCLOSE REPRODUCE OR UTILIZE ITS CONTENT IN ANY MANNER, EXCEPT AS OTHERWISE AGREED IN WRITING BY EDGE FIBERNET, INC. Posted 05/16/2018