HP Partner Code of Conduct
At HP, we work collaboratively with our Partners to conduct business with passion for
our products and customers, respect for individuals, and uncompromising integrity in our
business dealings. References in this Code of Conduct to HP products include HP service
offerings as well as HP hardware and other products.
To meet these objectives, HP expects its Partners to maintain the highest standards of
business ethics; become familiar with and comply with all laws that are relevant to their HP
Partner status, including the extraterritorial laws of all countries that govern the conduct of HP,
such as the United States Foreign Corrupt Practices Act (“FCPA”) and similar anti-corruption
laws of other countries; and stay abreast of all legal and regulatory changes that are relevant to
their HP Partner status. Further, HP requires that HP Partners (1) implement effective business
controls that prevent and detect unlawful conduct; (2) comply with and agree to contractual
provisions that require strict adherence to all applicable anti-corruption laws and other laws that
are relevant to their HP Partner status and their HP Partner business; (3) grant HP audit rights to
review the Partners’ compliance with such laws relevant to their HP partner status; (4) to the
extent they become aware, report to HP actual or potential violations of this Partner Code of
Conduct or applicable laws involving HP products by their employees and representatives, as
well as actual or potential violations of HP’s Standards of Business Conduct, this Partner Code
of Conduct, and applicable laws by HP’s employees and representatives; and (5) provide annual
certification to HP of their compliance with these laws.
Although HP recognizes the different legal and cultural environments in which its
Partners operate throughout the world, HP Partners must comply with the fundamental legal and
ethical principles described in this Partner Code of Conduct. This Partner Code of Conduct is
applicable to HP Partners, their employees, temporary employees, and independent contractors.
An HP Partner is any party selling HP products, including distributors, resellers, agents, and any
other party to an HP partner or channel agreement. An HP Partner also includes any party
providing services directly or indirectly to HP in support of HP business, such as system
integrators, logistics companies and other service providers to HP supporting HP business with
its customers. A breach of this Partner Code of Conduct will be considered a breach of the
Partner’s contract with HP and may lead to the termination of the business relationship with HP.
Compliance with Laws
HP Partners must comply with laws and regulations governing fair trading and
competition that are relevant to their HP Partner status. In particular, HP Partners may not
discuss or enter into a formal or informal agreement with any competitor about any of the
following: (a) price; (b) matters affecting price; (c) production levels; (d) inventory levels; (e)
bids; or (f) division of sales territory, products, customers, or suppliers.
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In specific jurisdictions where such conduct is unlawful, agreements with customers or
suppliers that establish the resale price of products, limit a customer’s right to sell products, or
condition the sale of products on an agreement to buy other HP products are expressly
HP Partners may only use legal means to gather information about manufacturers or
sellers of products that compete with HP’s products.
HP policy prohibits offers or payments of bribes, kickbacks or gifts to win business or to
influence a business decision. HP Partners, therefore, are prohibited from offering or providing
money or anything of value, either directly or indirectly, by employees or through other parties,
to representatives of commercial entities or to government officials with an intent to obtain or
retain business or otherwise gain an improper business advantage. In addition, all gifts, favors,
or entertainment to federal, state, or local government officials, in the United States and some
other countries, regardless of intent, are strictly prohibited by applicable laws and regulations.
The FCPA and similar laws of other nations make it unlawful for companies, their
subsidiaries, and employees or agents to bribe government officials for the purpose of obtaining
or retaining business or obtaining an unfair advantage in any business dealing or transaction. HP
requires its Partners to comply with these laws. HP’s definition of a “government official”
includes the following classes of people: (1) any officer, employee, or other person working in
an official capacity on behalf of a government or department, agencies, and instrumentalities
thereof; a political party; a government-owned entity; or a public international organization such
as NATO or the United Nations; (2) members of royal families; (3) candidates for a political
office; and (4) immediate family members (e.g., parents, children, spouse, and in-laws), close
friends, and business associates of a government official. These persons may include
procurement officers or CIOs in charge of government departments or projects. In general,
“government-owned” means a government ownership interest of greater than 50%, but
government ownership of less than 50% may also trigger the applicability of these laws in some
countries. For China, Hong Kong, and other countries with a central government and ownership
by the government of the telecom industry, banking institutions, transportation facilities and the
like, one should assume any official of such an institution is a “government official.”
Equally important under applicable anti-corruption laws is the necessity for accurate and
complete books and records to be maintained regarding sales of HP products and all transactions
relevant to HP Partner status. False and misleading accounting practices, slush funds and similar
financial practices are prohibited by HP Policies and may violate applicable laws.
HP Partners must insist that all their contractors and representatives abide by HP’s ethical
standards. Indeed, HP expressly prohibits HP Partners from contracting with any entity or
individual on HP’s behalf that engages in, or is suspected of engaging in, bribes, kickbacks, or
other similar improper or unlawful payments. As an example, HP Partners may comply with this
requirement by adopting third party due diligence procedures.
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In certain instances, the FCPA tolerates “facilitating payments.” Despite this tolerance,
when acting within the HP Partner relationship, HP Partners (1) are prohibited from making
facilitating payments in jurisdictions in which these payments are unlawful; and (2) are strongly
discouraged from making facilitating payments in all other jurisdictions because HP considers
them damaging to the business environment and contrary to HP’s standards of ethics.
HP prohibits HP Partners, or their representatives or employees, from offering or
providing cash or non-cash gifts, kickbacks, or entertainment to any HP employee for any
improper purpose, such as influencing him or her to take a course of action. HP employees are
similarly prohibited from soliciting such items. This prohibition extends to immediate family
members of both HP Partner employees or representatives and HP employees.
Government Sector Sales Rules
HP Partners must become familiar with, track, understand, and comply with all laws and
regulations relating to sales to government entities as government sector customers that are
relevant to their HP Partner status.
International Trade Laws
Because HP is based in the United States, all HP locations and representatives must
comply with economic sanctions and trade embargoes imposed or approved by the United States
Government. HP Partners must become familiar with and comply with such applicable
economic sanctions and trade embargoes when acting on behalf of HP.
Further, HP Partners must become familiar with and comply with all relevant laws and
regulations in the United States and in local foreign jurisdictions, including United States anti-
money-laundering laws, import and export laws and regulations, and laws and regulations
involving customs and taxation.
Intellectual Property Laws
HP Partners must not infringe HP’s trademarks and other intellectual property rights. HP
Partners are also prohibited from infringing on the intellectual property rights of third parties in
any manner relevant to their HP partner status.
HP expects HP Partners to conduct their operations in ways that are environmentally
responsible and in compliance with all environmental laws, regulations, and standards that are
relevant to their HP Partner status.
Human Rights, Labor Laws, and Fair Labor Practices
HP Partners must comply with all health and safety regulations, laws upholding the rights
of persons with disabilities, labor laws, and fair labor practices that are relevant to their HP
Partner status. Specifically, HP requires HP Partners to comply with the local minimum wage
and maximum working hours requirements, and prevent the use of forced, involuntary prison,
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bonded, or indentured labor. Forced or involuntary prison labor refers to situations in which
laborers are required by the sentence to work without compensation. Indentured labor refers to
situations in which an employer forbids workers from freely and voluntarily leaving
employment. Bonded labor refers to situations in which employees work to pay a debt, which is
often incurred by another person, offering the worker’s labor in exchange. Other forms of forced
labor include situations in which labor contracts impose unreasonable legal or practical
limitations on the workers’ ability to leave their employment.
Child labor is not to be used. The term "child" refers to any person employed 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. The use of legitimate workplace apprenticeship programs, which comply with all laws
and regulations, is supported. Workers under the age of 18 should not perform hazardous work
and may be restricted from night work with consideration given to educational needs.
Finally, HP Partners must never discriminate based on race, color, age, gender, sexual
orientation, ethnicity, religion, disability, union membership, marital status, or political
Adherence to Honest and Fair Marketing and Sales Practices and
Compliance with Contracts
Marketing and Sales Practices
HP Partners’ marketing and sales practices must reflect a commitment to honest and fair
dealings with their current and potential customers. HP Partners must not engage in any
misleading or deceptive practices.
If an HP Partner is, with HP’s prior written approval, engaged in any advertising,
marketing, or promotional activities that reference or implicate HP, its name, logo, or services in
any manner, the advertising, marketing, or promotional materials must comply with all laws,
rules, and regulations, and must be truthful and accurate. Advertising, marketing, or promotional
materials may not be false, misleading, or have a tendency to deceive, and all claims in
advertising, marketing, or promotional materials must be substantiated by adequate supporting
documentation. All HP Partners’ advertising must clearly disclose the material terms and
limitations of advertised offers.
HP Partners may not misrepresent products, services, and prices, or make unfair,
misleading, inaccurate, or false claims about, or comparisons with, competitor offerings.
Conflicts of Interest
HP Partners must avoid engaging in any business activity that would create a conflict of
interest relating to their partnership with HP. The term “conflict of interest” describes any
circumstances that should cast doubt on the HP Partner’s ability to act objectively regarding the
supply of services to HP within the HP Partner relationship. If a Partner believes that there exists
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a conflict of interest with HP or any of its employees, whether actual or potential, the Partner
should report all pertinent details to a designated HP representative.
HP employees are required to comply with HP’s Standards of Business Conduct. The
selection of HP Partners is based on the quality of their services and their business integrity. HP
holds its employees to high ethical standards and requires them to avoid engaging in any activity
that involves even the appearance of impropriety or conflict of interest. HP Partners must not
ask or encourage HP employees to violate the provisions of HP’s Standards of Business
Compliance with Contractual Obligations
HP Partners must comply with their obligations under HP contracts, including the
obligations concerning (i) reselling or purchasing HP-branded products outside of the HP-
authorized distribution channels to or from unauthorized resellers or brokers; (ii) granting HP
access to their books and records pursuant to HP’s contractual audit rights; and (iii) compliance
with applicable laws, this Partner Code of Conduct, and other applicable ethics requirements;
and (iv) the requirement of annual compliance certification.
HP Partners must provide a high level of customer service, including assisting customers
in obtaining in-warranty and out-of-warranty services. HP Partners must deliver a total customer
experience, including professional call handling, customer relationship management, and a
transactional capability via the internet where requested by the customer.
Compliance and Risk Management System
HP Partners must maintain effective business controls that are capable of preventing and
detecting unlawful conduct by their employees and counterparties. At a minimum, an effective
business controls program should contain the following components: (i) periodic risk
assessments that lead to adjustments in their business controls that take into account the current
risk environment; (ii) a written Code of Conduct that expressly confirms their commitment to,
and states objectives for, their legal compliance, ethics, environmental, occupational health and
safety, commercial practices, and labor programs (the Electronic Industry Code of Conduct
(EICC) is encouraged as model for this Code of Conduct).; (iii) a designated company
representative(s) responsible for overseeing and implementing their legal compliance, ethics,
environmental, occupational health and safety, commercial practices, and labor programs; and
(iv) clearly communicated mechanisms for employees to report misconduct or seek guidance
without fear of retaliation.
Confidential and proprietary information regarding matters such as HP’s business
activities, strategies, plans, structure, technology, channel programs, customers, financial
situation, and performance is critical to HP’s success, and cannot be disclosed or used, except in
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accordance with applicable regulations, contractual requirements, and this Partner Code of
HP Partners must:
(1) understand the specific requirements for using HP’s confidential or proprietary
(2) comply with applicable non-disclosure agreements and contractual confidentiality
requirements regarding the information that belongs to or is in possession of HP;
(3) protect personal, confidential or proprietary information and never misuse or disclose
such information to unauthorized parties;
(4) safeguard and appropriately handle HP’s confidential or proprietary information; and
(5) comply fully with applicable agreements with HP regarding its use of information
about HP, HP customers or employees or HP’s name or brand identity publicly, and secure HP’s
written approval prior to any deviations.
Investigations and HP’s Ongoing Monitoring of the HP Partners’
HP Partners must, consistent with applicable laws and contractual obligations, provide
reasonable assistance to any investigation by HP of a violation of this Partner Code of Conduct
or applicable laws relevant to their HP partner status, and to allow HP reasonable access to all
documentation concerning the HP Partners’ compliance with this Partner Code of Conduct and
laws applicable to their sale and distribution of HP products.
HP Partners should contact HP if they have any questions about this Partner Code of
Conduct. HP Partners also must report to HP any conduct of their employees and
representatives, as well as any conduct of HP’s employees and representatives, that is believed in
good faith to be an actual, apparent, or potential violation of this Partner Code of Conduct, HP’s
Standards of Business Conduct, or applicable laws relating to the sale or distribution of HP
products. Reports will be handled as confidentially as possible. Reports should be made to the
Partners’ designated HP representative, to firstname.lastname@example.org, by telephone to
GuideLine at 1-800-424-2965 (Outside U.S., first dial AT&T Access Number), or if you prefer,
send an email directly to the Board of Directors at BOD@hp.com.
Reports sent via postal mail should be directed to the following address:
HP Ethics and Compliance Office
P.O. Box 692015
Houston, TX 77269-2015
Last Revised April 16, 20