NUTANIX VENDOR CODE OF CONDUCT

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)723-8266
• 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, Trade 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

International Trade

Vendor will comply with all applicable laws and regulations concerning importing and exporting products and services. This includes complying with regulations preventing U.S. companies from supporting or cooperating with an unsanctioned boycott of another country, or from doing business with certain persons or entities.

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
• Be familiar with, track, understand and comply with all laws and regulations relating to gifts and gratuities to government entities.
  

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.

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.

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.

Forced, bonded (including debt bondage) or indentured labor, involuntary prison labor, sex trafficking, slavery or trafficking of people shall not be used. This includes transporting, harboring, recruiting, transferring or receiving any person by means of threat, force, coercion, abduction or fraud for labor or services. There shall be no unreasonable restriction on workers freedom of movement in the facility or unreasonable restrictions on entering or leaving.

Workers must be provided with a written work agreement in their native language that contains a description for the terms of agreement for employment. All work must be voluntary and all workers must be free to leave work at any time or terminate their employment without reprisal. Workers will not be required to surrender any government-issued identification, passports, or work permits as a condition of employment. Excessive fees are unacceptable and vendor will disclose all fees charged to workers.

Vendor may use legitimate, voluntary workplace apprenticeship programs, such as student internships, as long as they comply with all laws and regulations. Workers under the age of 18 will not perform work that is likely to jeopardize their health, safety or well-being. In the absence of any student wage rate, workers shall receive comparable entry level wages.

Vendor’s workweeks will not exceed the maximum set by local law. Further, vendor’s workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations. Workers must receive at least one day off per seven-day week.

Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Vendor will compensate workers for overtime consistent with applicable local law. Vendor will not permit deductions from wages as a disciplinary measure. Vendor will provide workers with the basis on which workers are paid via pay stub or similar documentation. All use of temporary, dispatched, or outsourced labor will be within the limits of the law.

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. Child labor is not to be used in any stage of manufacturing. The term “child” refers to any person under the age of 15 (or 14 where the law of the country permits), or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. Participants shall ensure proper management of student workers and provide appropriate support and training.

Responsible Sourcing of Minerals

Nutanix expects full compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act’s provision and corresponding enabling regulations regarding conflict minerals, including regulations passed by the Securities and Exchange Commission and other applicable laws (the “Act”). Vendor will exercise due diligence to comply, and demonstrate compliance, with the Act, regarding the source and chain of custody of these materials. Vendor will make its due diligence measures available to Nutanix upon Nutanix’s request and will promptly respond to Nutanix’s request for compliance information. Vendor will have a policy to ensure compliance with this section.

Freedom of Association and Collective Bargaining

In conformance with local law, vendors shall respect the right of all workers to form and join trade unions of their choosing.  Vendors will respect the rights of workers to associate freely, bargain collectively, join or not join labor unions, seek representation and join workers’ councils in accordance with local laws. Vendor will permit workers to openly communicate and share grievances with management about working conditions and management practices without fear of reprisal, intimidation or harassment.

Immigration Law and Compliance

All of vendor’s employees, including migrant and foreign workers, must be employed in full compliance with applicable immigration and labor laws.

Health and Safety

Vendor 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 worker retention and morale. Vendor also recognizes that ongoing worker input and education is essential to identifying and solving health and safety issues in the workplace.

The health and safety standards are:

• Health & Safety Management System Vendor will have a Health & Safety Management System in accordance with OHSAS 18001 or equivalent. The Health & Safety Management System will be implemented and functioning. Third-party registration is strongly recommended but not required unless requested by Nutanix.
• Occupational Safety
  Worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles, extreme temperature and sound exposure and fall hazards) through proper design, engineering and administrative controls, preventative maintenance and safe work procedures and ongoing charitable projectssafety training. Where hazards cannot be adequately controlled by these means, vendor will provide workers with appropriate, well-maintained, personal protective equipment. Workers will not be disciplined for raising safety concerns.
• Emergency Preparedness
  Vendor will identify and address potential emergency situations and events, and will minimize their impact by implementing emergency plans and response procedures, including emergency reporting, employee notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans.
• 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 return of workers to work.
• Industrial Hygiene
  Vendor will identify, evaluate, monitor and control worker exposure to chemical, biological and physical agents. Engineering or administrative controls must be in place to control overexposures. When vendor cannot adequately control these hazards by such means, vendor will protect worker health by appropriate personal protective equipment programs.
• Physically Demanding Work
  Vendor will identify, evaluate, monitor and control worker exposure to ergonomic and physical stressors, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks.
• Machine Safeguarding
  Vendor will evaluate production and other machinery for safety hazards. Vendor must provide and properly maintain physical guards, interlocks and barriers where machinery presents an injury hazard to workers.
• Sanitation, Food and Housing Vendor will provide workers with ready access to clean toilet facilities, potable water and sanitary food preparation, storage and eating facilities. Vendor will ensure that worker dormitories are clean and safe and provided with appropriate emergency egress, hot water for bathing and showering, adequate heat, and ventilation and reasonable personal space along with reasonable entry and exit privileges.
• Health and Safety Communications
  Vendor shall provide workers with appropriate work place health and safety training in their native language. Health and safety information will be clearly posted in the facility.

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.

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.