ZS is committed to upholding ethical and professional standards consistent with our core values. Our suppliers are an essential part of our business, and as such, they are expected to adhere to our core values and principles, particularly with respect to ZS’s commitment to environmental, ethical, social and governance practices. ZS suppliers and their employees, agents, and subcontractors (collectively referred to as “Suppliers”) must adhere to this Supplier Code of Conduct while conducting business with or on behalf of ZS or any of its subsidiaries or affiliates.

Suppliers are expected to enforce and demonstrate their compliance with this Supplier Code of Conduct. ZS may cease doing business and reserves the right to terminate any contract with any Supplier that behaves unlawfully or inconsistently with this Supplier Code of Conduct, or any applicable ZS policies.

This Supplier Code of Conduct establishes the minimum requirements that Suppliers must meet in order to do business with ZS. Compliance with this Supplier Code of Conduct is required in addition to any other obligations in any agreement a Supplier has with ZS. In the event of any conflict or ambiguity between any provision of this Supplier Code of Conduct and the provisions of any relevant contract with the Supplier, the provisions of the contract will apply. ZS expects that its Suppliers will enforce the ZS Supplier Code of Conduct in its own supply chain used to support ZS’s business.

By accepting to do business with ZS, Suppliers agree to comply with the following requirements:

1. Business License: Suppliers must have the required business license(s), as may be applicable, in any jurisdiction in which they operate.
2. Compliance with Laws and Regulations: Suppliers must comply with all applicable laws, regulations and codes in the jurisdiction in which they operate. This includes, but is not limited to, labor laws, health and safety regulations, environmental standards, and anti-corruption laws. Suppliers are also expected to adhere to applicable industry standards. Specifically, Suppliers may not, directly, or indirectly through a third-party intermediary, accept or offer anything of value to obtain or retain business or influence governmental decisions or engage in any form of corrupt practices including, but not limited to, extortion, fraud, and bribery, including the bribery of government officials. Suppliers are responsible for complying with all applicable anti-bribery laws and must take no action that would subject ZS to penalties under applicable laws, regulations, or administrative requirements including, but not limited to, the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act of 2010. Suppliers should have appropriate measures for preventing and detecting bribery in place, with the authority to report matters directly to independent monitoring bodies. A clearly articulated and visible corporate policy on promoting ethical business and prohibiting bribery should be in place as well as an explicit commitment from senior management.
3. Business Ethics: Suppliers must conduct their business with honesty, integrity, transparency, and ethical practices. This includes avoiding conflicts of interest and refraining from offering or accepting bribes, kickbacks, or any other form of illegal payment or improper advantage.
4. Labor and Human Rights: Suppliers must respect the human rights of their employees and ensure that their operations do not support or contribute to any form of human rights abuses. The use of involuntary, forced, or child labor is absolutely prohibited. In addition, Suppliers shall ensure fair wages and reasonable working hours; respect freedom of association; and maintain a supply chain free from child or forced labor or discrimination. Suppliers must comply with the standards set forth in ZS’s Modern Slavery Act Statement.
5. Health and Safety: Suppliers must ensure the health and safety of their employees and anyone else affected by their operations. They must comply with all applicable health and safety regulations and take measures to prevent accidents and injuries.
6. Environmental Sustainability: Suppliers must minimize their environmental footprint by complying with all applicable environmental laws and regulations, promoting waste reduction, and implementing energy-efficient practices. We encourage Suppliers to adopt sustainable sourcing practices and minimize their carbon footprint. Suppliers should continuously assess new ways to improve their environmental sustainability. In addition, each year ZS measures its GHG emissions in line with the GHG protocol and has filed a science-based target to reduce these emissions over time. Further, ZS reports its GHG emissions and progress to EcoVadis and the Carbon Disclosure Project (“CDP”) annually. ZS encourages its Suppliers to reduce, measure and report emissions in a similar fashion.
7. Supply Chain: Suppliers shall conduct reasonable due diligence on relevant materials in their supply chains to identify applicable risks and take efforts to mitigate them, including determining if materials are sourced from areas and/or industries associated with conflict, child or forced labor, severe health and safety risks, negative environmental impacts, any U.S. and any other applicable sanctions list, or other reasonably objective high-risk activities.
8. Customs: Suppliers must not engage in or have knowledge of any illegal transshipment or willful manipulation of country of origin in connection with any product made on behalf of ZS. To remain in compliance with applicable rules and regulations, Suppliers must ensure that all disclosures are honest and accurate.
   
9. Protection of Confidential Information and Intellectual Property: Suppliers must protect the confidentiality of any information that they receive from ZS or our clients. They must comply with all applicable data privacy and security laws. Suppliers must respect and protect all intellectual property of ZS and other third parties, including patents, trademarks and copyrights.
   
10. Business Continuity: Suppliers must have business continuity plans in place to ensure that they can continue to provide goods and services to ZS in the event of a disruption.
    
11. Employee Training: Supplier shall ensure that its employees complete all applicable trainings (whether required by law, ZS or provided by our clients), to enable compliance with this Supplier Code of Conduct (for example, when they interact with ZS clients or have access to data or facilities managed by ZS or ZS clients).
    
12. Reporting and Compliance: Suppliers must report any violation of this Supplier Code of Conduct to ZS as soon as reasonably possible. Suppliers must fully cooperate with any investigation of a suspected violation and take corrective action, if necessary. Further, we encourage Suppliers to adopt reporting and disclosure practices that demonstrate their commitment to ZS ESG principles.
    
13. Governance and Accountability: Suppliers should have robust governance structures in place to manage their operations and ensure compliance with laws and regulations. Suppliers must also implement effective risk management practices and hold themselves accountable for their actions.
    
14. Audit: Upon prior written notice, ZS, including its representatives, auditors, and regulators, as well as ZS clients, have the right to inspect and audit Supplier in relation to their business with ZS to verify Supplier’s compliance with the Supplier Code of Conduct.