An ethics clause in a contract outlines the expected standard of moral conduct and principles that parties are obliged to adhere to during the execution and fulfillment of the agreement. It often includes stipulations related to integrity, compliance with laws, anti-corruption measures, and maintaining transparency to foster trust and ethical behavior in business dealings.
WHO IS SUBJECT TO THE CODE OF ETHICS? Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information. All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.
Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm’s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so. General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
Joint Code of Ethics for Chief Executive and Senior Financial Officers of the Gabelli/GAMCO/TETON Funds Each affiliated registered investment company (each a “Company”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure -- financial and otherwise -- in compliance with applicable law. This Code of Ethics, applicable to each Company’s Chief Executive Officer, President, Chief Financial Officer and Treasurer (or persons performing similar functions) (together, “Senior Officers”), sets forth policies to guide you in the performance of your duties.
Each Senior Officer must: ● act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules; ● comply with the laws, rules and regulations that govern the conduct of each Company’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance With Code Of Ethics”; and ● adhere to a high standard of business ethics.
Compliance With Code Of Ethics If you know of or suspect a violation of this Code of Ethics or other laws, regulations, policies or procedures applicable to the Company, you must report that information on a timely basis to the CCO or report it anonymously by following the “whistle blower” policies adopted by the Advisory Group from time to time. No one will be subject to retaliation because of a good faith report of a suspected violation.
Each Company will follow these procedures in investigating and enforcing this Code of Ethics, and in reporting on this Code of Ethics: ● the CCO will take all appropriate action to investigate any actual or potential violations reported to him or her; ● violations and potential violations will be reported to the Board of Directors of each affected Company after such investigation; ● if the Board of Directors determines that a violation has occurred, it will take all appropriate disciplinary or preventive action; and ● appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities.
Waivers Of Code Of Ethics Except as otherwise provided in this Code of Ethics, the CCO is responsible for applying this Code of Ethics to specific situations in which questions are presented to the CCO and has the authority to interpret this Code of Ethics in any particular situation. The CCO shall take all action he or she considers appropriate to investigate any actual or potential violations reported under this Code of Ethics.
Putnam Investments is required by law to adopt a Code of Ethics (the “Code”). The objective of the Code is that Putnam’s employees comply with all applicable laws and avoid any actual, apparent, or potential conflict of interest that could be perceived to interfere with the fiduciary duty Putnam owes to its clients or with Putnam’s interests. It is the duty of Putnam’s employees ethically to handle all actual, apparent, and potential conflicts of interest that may arise. This Code of Ethics is designed to strengthen the trust and confidence our clients place in us and to demonstrate that our clients’ interests come first.
This Code of Ethics requires each Covered Person to: 1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. Provide full, fair, accurate, timely and understandable disclosure in reports submitted to or filed with the SEC and in all other public communications made by the Company; 3. Comply with laws, rules and regulations of the federal government, state governments and other regulatory agencies as they apply to the Company; 4. Disclose promptly to the Ethics Compliance Officer any violations of this Code of Ethics of which the Covered Person may become aware; and 5. Not retaliate against any other Covered Person or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith.
No Rights Created This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern each of the Senior Officers in the conduct of the Fund’s business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.
ACKNOWLEDGEMENT FORM I have received and read the Code of Ethics for Senior Financial Officers, and I understand its contents. I agree to comply fully with the standards contained in the Code of Ethics and the Fund’s related policies and procedures. I understand that I have an obligation to report any suspected violations of the Code of Ethics on a timely basis to the Compliance Officer or report it anonymously by following the “whistle blower” policies adopted by the Fund from time to time.
How we enforce our Code of Ethics Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports. It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
An Ethics Clause in a contract sets out standards of conduct and behavior expected from the parties involved, ensuring adherence to ethical principles and practices throughout their engagement. It typically addresses issues such as integrity, compliance with laws, anti-bribery and corruption, conflicts of interest, corporate social responsibility, and workplace practices.
These clauses are designed to promote ethical conduct in business dealings, outlining prohibited behaviors (e.g., bribery, discrimination) and specifying measures to handle unethical acts. In case of violations, such a clause may also include remedies, sanctions, or grounds for termination of the agreement.
You should include an Ethics Clause in a contract when you want to establish and enforce standards of ethical behavior and compliance among all parties involved in an agreement. Here are situations where an Ethics Clause can be valuable:
By incorporating an Ethics Clause, you provide clear expectations and legal backing for ethical standards, promoting transparency and protecting all parties involved from unethical conduct.
When drafting an Ethics Clause, follow these steps:
State the Purpose: Begin with a brief statement outlining why the clause is being included, such as to ensure ethical conduct and compliance with applicable laws and standards.
Define Ethical Standards and Conduct: Clearly list the expected ethical behaviors, such as honesty, integrity, and compliance with laws or industry codes. You can reference any relevant policies or guidelines.
Prohibit Specific Behaviors: Identify specific unethical practices that are prohibited, such as bribery, fraud, conflicts of interest, discrimination, or harassment.
Outline Compliance Obligations: State that all parties must comply with any relevant laws and corporate codes of ethics or conduct. This could also include compliance with international anti-bribery laws like the FCPA or UK Bribery Act.
Establish Reporting and Investigation Protocols: Include a provision that outlines how parties should report suspected unethical conduct and any investigation or disciplinary measures that may be taken.
State Consequences for Violations: Clearly outline what happens if the clause is violated, such as termination of the contract, legal action, or financial penalties.
Include Audit Rights (Optional): For contracts involving sensitive or regulated activities, you can include a provision allowing for ethical compliance audits.
Sample Ethics Clause
Ethics and Compliance: The parties agree to conduct all business activities in connection with this Agreement with integrity, transparency, and in full compliance with applicable local and international laws and industry standards. No party shall engage in any form of bribery, corruption, fraud, or other unethical practices. Each party shall ensure that all employees, agents, and subcontractors involved in the execution of this Agreement adhere to these standards. Violation of this Ethics Clause shall constitute a material breach of this Agreement and may result in immediate termination, with applicable remedies to be pursued as necessary.
Contracts that frequently contain ethics clauses include:
Employment contracts: These often include codes of conduct or ethics policies employees must adhere to, covering areas such as confidentiality, conflicts of interest, and compliance with laws.
Supplier and vendor agreements: These may contain ethics clauses requiring adherence to labor laws, environmental regulations, or anti-corruption standards.
Government contracts: Contracts with governmental entities often incorporate ethics provisions aimed at preventing fraud, waste, and abuse.
Partnership agreements: These agreements might include clauses that outline the ethical standards partners or parties must follow to ensure integrity and fairness in the collaboration.
Corporate governance documents: Ethics policies are part of corporate governance, defining principles for board members and executives to avoid misconduct and promote transparency.
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The "Exclusions From Confidential Information" clause outlines specific categories of information that are not considered confidential under the terms of the agreement. Typically, these exclusions include information that is publicly known, already known by the receiving party prior to disclosure, independently developed by the receiving party, or disclosed by a third party without breach of any confidentiality obligation.
An exclusivity clause is a contractual provision that restricts one party from engaging in certain activities or dealings with other parties outside the agreement. Typically used to secure a commitment, it ensures that the party provides services, products, or rights solely to the other contracting party, often to maintain competitive advantage or preserve confidentiality.
An exculpatory clause is a contract provision that relieves one party from liability for harm or damages caused during the execution of the contract, often found in agreements where one party is at risk for potential loss or damage. These clauses aim to limit or altogether exclude the legal responsibility of a party, though their enforceability varies based on jurisdiction and the specific circumstances surrounding the contract and the event.
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