Introduction
Creative Artists Agency and its subsidiaries and affiliates (collectively referred to as “CAA”) strive to maintain, throughout its global operations, a work environment that reflects the highest standards of business ethics and workplace behavior. It is committed to legal compliance and ethical business practices in all of its operations worldwide. In furtherance of these standards, CAA Suppliers must adhere to the provisions of this Supplier Code of Conduct, and all applicable laws and regulations in the places in which they do business and maintain the highest degree of ethics in every aspect while conducting business with or on behalf of CAA. CAA is firm in its resolve to do business only with those Suppliers who share in its commitment to integrity. 

 
Compliance with Supplier Code of Conduct
CAA’s Supplier Code of Conduct (“the Code”) sets forth the business principles and ethical and legal guidelines with which CAA requires its Suppliers (as described below) to comply. The Code includes, among other principles, expectations that Suppliers operate with ethics and integrity, safeguard CAA’s reputation and assets, and respect and protect employees. 
A “Supplier” means any third party, whether an entity or an individual, that provides a service or product to CAA. For clarity, Suppliers include, without limitation, suppliers, vendors, consultants, agents, contractors, temporary workers, other third parties working on behalf of CAA (including any affiliates thereof), as well as owners, officers, directors, employees, consultants, affiliates, contractors, and subcontractors of the foregoing third parties.
CAA shall have the right to audit a Supplier’s compliance with this Code at any time and reserves the right, in addition to all other legal and contractual rights, and not withstanding any remediation plan, to terminate its relationship with any Supplier determined by CAA to be in violation of this Code.

 
Work ethically. 

Fair competition
CAA expects Suppliers to comply with applicable antitrust laws and fair-dealing laws created to ensure a free and open marketplace. A Supplier must not propose, or enter into, any agreements with a competitor in order to influence clients, territories, or markets, or to boycott a competitor or client.

Anti-bribery and anti-corruption 
CAA does not tolerate bribery or corruption in any form by its Suppliers. Suppliers must comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, and all other global and local anti-bribery and anti-corruption laws, which prohibit giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business. 
Suppliers should never make a payment to a government official to facilitate or speed up any action, such as processing paperwork or issuing visas. Payments like these are called “facilitation payments” and are prohibited under CAA’s policies. Suppliers, and those acting on a Supplier’s behalf, should refrain from receiving gifts in circumstances that may give rise to an actual or apparent conflict of interest. All Suppliers with whom CAA conducts business are required to maintain accurate records of all transactions conducted on our behalf.

Gifts and entertainment
CAA employees are prohibited from offering, giving, soliciting, or accepting any form of bribe, payoff, unlawful gratuity, or kickback to or from any person, and as such CAA expects the same of its Suppliers. Suppliers may give and/or accept gifts from persons they are doing or seeking to do business with so long as doing so (1) complies with all applicable laws, (2) does not violate CAA Company policy or this Code, and (3) is consistent with accepted business practices and customs including practices and customs in the locale where business is being conducted.

International business and trade
CAA is a global company and follows all international trade laws and regulations. CAA expects Suppliers involved in the movement of services or technology across international borders to be aware of and comply with all applicable trade laws, regulations, and restrictions – following the most stringent provision whenever there is a conflict. 

Business continuity 
Suppliers must have appropriate business continuity plans in place for any operations that support CAA’s business. These plans should be designed and kept current to ensure recovery and restoration of critical functions and minimize disruption of CAA’s operations. 

Maintaining quality 
All of CAA’s services, information, and technology must meet appropriate inspection, testing, and quality criteria in accordance with all contractual and governmental requirements. CAA requires Suppliers to meet these same high standards. Suppliers must, at a minimum, take personal responsibility to ensure quality, know which tests must be performed and how to perform them, comply with all inspection protocols and procedures, and record inspection and test results accurately – never falsifying or altering them or misleading any person or entity about results.

Subcontracting 
Suppliers may not use subcontractors to manage or perform services for CAA without CAA’s express written approval, which may be withheld by CAA for any reason. If approved, Suppliers must ensure that any subcontractors have agreed to comply with this Code and be responsible for any breach by its subcontractors. 

Conflicts of interest
Conflicts of interest affect objectivity and impair proper decision-making. The existence of potential and actual conflicts may also undermine credibility and good judgment. Suppliers must avoid any situation or relationship that creates – or appears to create – a potential conflict between Supplier’s own interests and the interests of CAA. Such conflicts could arise from outside employment, personal relationships, financial interests and investments, board memberships, business ventures, or inappropriate offers of gifts or entertainment. In order to identify and manage such conflicts, Suppliers must disclose all actual or potential conflicts of interest with CAA due to either:
•    Personal or business relationships with CAA clients, Suppliers, business associates, and employees with whom they work and/or support.
•    Outside activities related to Supplier’s services provided to/for CAA.
If Supplier becomes aware of a potential conflict of interest, Supplier must disclose such conflict to CAA immediately at compliance@caa.com and CAA will determine the appropriate course of action. 

 
Safeguard CAA’s reputation and assets.

Data privacy
Suppliers must use any personal information provided by CAA (including, without limitation, personal information about clients, business partners, employees, owners, customers, and any other individuals) only for purposes and in the manner agreed upon in writing and always in compliance with applicable laws and regulations. “Personal information” is any information that can be used to identify someone, either directly or indirectly, such as name, employee ID, government-issued numbers, email address, or phone number. Any personal information that is entrusted to Supplier is expected to be used only in the way it was meant to be used and must be safeguarded against accidental or unlawful destruction or loss, alteration, or unauthorized disclosure or access. If a Supplier becomes aware of any breach of data protection regulations in relation to CAA, Supplier must inform CAA immediately by emailing privacy@caa.com.

Confidential information
Suppliers have a duty to protect confidential and proprietary information of CAA or provided or disclosed by CAA. Suppliers are expected to comply with all applicable laws and regulations governing the protection, use, and disclosure of CAA proprietary, confidential, and personal information. Such confidential and proprietary information includes, without limitation, information about CAA, CAA’s clients, business partners, employees, owners, customers, and any other individual or entity with which CAA works, as well as any terms of Supplier’s agreement with CAA. Suppliers may only use confidential CAA information to perform work on behalf of CAA and may not disclose such information unless such disclosure is required by law. Suppliers must protect this information from misuse or exposure and never disclose it, or any portion of it, to any third party, except as may be permitted by Supplier’s agreement. Any inadvertent disclosure will be treated as seriously as any intentional disclosure; therefore, Suppliers should avoid discussing business matters within hearing distance of any unauthorized personnel or the general public. 

Intellectual property
Given the nature of CAA’s business, CAA frequently has access to the intellectual property of third parties, including that of clients. Suppliers may never use the intellectual property of any third party without permission or the legal right to do so. Unless otherwise agreed to by CAA, all work product created by a Supplier, including without limitation, any finding, development, idea, concept, creation, or work related to CAA’s business, shall be the property of CAA and shall be assigned to CAA, in perpetuity and without any limitation or reservation of rights. 

Inside information 
Supplier must follow all insider trading laws and strictly protect nonpublic inside information (e.g., changes in executive leadership, financial results, planned mergers or acquisitions, or sale of Company assets or subsidiaries, etc.). If, during the course of a business relationship with CAA, a Supplier is exposed to nonpublic inside information about any company, including CAA, Supplier shall not trade based on that information and shall not share that information with others so they may trade. Suppliers must never share nonpublic inside information with those who do not require such information to perform their job. To be “public” the information must have been disseminated in a manner designed to reach investors generally, such as a press release, in a public filing made with the Securities and Exchange Commission, through a news wire service or daily newspaper of wide circulation, or, in some circumstances, on the website of the relevant company or individual, and the investors must be given the opportunity to absorb the information.

Accurate records
Supplier shall create and maintain accurate documentation that demonstrates compliance with all applicable laws, regulations, guidelines, and industry codes. Supplier shall never alter, falsify, tamper with, remove, or destroy information related to any business record or document, and never make a false statement to any individual or entity when working on CAA’s behalf. By recording transactions honestly and accurately and reporting any suspicious activity, Supplier will help preserve CAA’s financial integrity. 

Public statements
Supplier may never make statements on behalf of CAA without express written and proper authorization, and if a Supplier is approached by any media, the Supplier should refer all inquiries to CAA’s Corporate Communications Department at corpcommunications@caa.com.

Political contributions
CAA considers its best interests when engaging in political activities and, although CAA supports everyone’s right to participate in the political process, CAA recognizes that such activity must be made in everyone’s own individual capacity. When participating in political activities, a Supplier must do so on their own time, using Supplier’s own resources, and never pressure any CAA employee, client, Supplier, or Supplier employee to contribute to, support, or oppose any political candidate or party. If a Supplier is holding or campaigning for political office, it must be disclosed, and it must not create or appear to create a conflict of interest for CAA.
 

Respect and protect employees.

Harassment and discrimination 
CAA is committed to providing a workplace that is free of harassment (sexual or otherwise) and discrimination based on any of the following protected categories: race, color, religion, creed, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, marital status, family status, gender and sex, sexual orientation, gender identity, gender expression, family and medical care leave status, military or veteran status, or any other characteristic protected by applicable law. Suppliers must comply with all applicable laws related to discrimination in hiring, employment practices, harassment, and retaliation.

Labor and human rights 
Suppliers must comply with all applicable labor laws and must only employ workers who meet legal requirements related to age and have the legal right to work in such location and industry. CAA has a zero-tolerance policy for the use of child or forced labor or human trafficking practices. Further, Suppliers must comply with all applicable wage and hour labor laws and regulations covering employee compensation, reimbursements, taxes, and working hours. 

Safety 
Suppliers must comply with all applicable safety and health laws and regulations in the jurisdictions where Supplier operates. Supplier should employ its own safety and health systems and practices to reduce injuries, including the use of safe equipment and the implementation of job-relevant safety training. If potential emergency situations arise, be sure to identify, assess, and address them through emergency plans and response procedures as needed.

Responsible sourcing and sustainability 
CAA recognizes that its business decisions have the potential to impact surrounding communities and the environment. Supplier must conduct its operations in compliance with all applicable environmental laws and requirements and establish objectives that drive sustainability, responsible sourcing, and continuous improvement in environmental health, safety, and security management of Supplier’s products, operations, and services. 

Reporting mechanisms and concerns
If a Supplier becomes aware of a potential or actual violation of this Code or any law or policy that may apply to Supplier’s work with or for CAA, the Supplier must report potential or actual misconduct to the CAA Ethics and Compliance Hotline. Supplier may report online or via phone using any of the toll-free numbers listed on the CAA Ethics and Compliance Hotline. Any contact with the Compliance Hotline is received by an outside service engaged by CAA. Supplier may report anonymously; provided that Supplier must provide an adequate amount of specific information to enable a complete investigation of the reported concern. When Supplier makes a report via the Compliance Hotline, the service will forward the report to CAA’s Office of the General Counsel for investigation. Supplier will then receive a tracking number associated with the report should the Supplier wish to contact the Compliance Hotline again regarding the status of the response to the report. 

For the avoidance of doubt, this Code does not constitute an employment contract, and nothing contained herein is intended to convey any rights, actions, or remedies to Suppliers, or to create an employment relationship between Supplier or Supplier’s employees and CAA.

CAA reserves the right to amend the Code from time to time, and Supplier shall at all times comply with the Code, as amended. It is the responsibility of each Supplier to (1) know the requirements of the Code and all applicable laws and regulations in the jurisdictions in which Supplier operates and (2) operate at all times in accordance with the Code and all applicable laws and regulations. If compliance with any provision of the Code would cause a violation of law or regulation, Supplier must abide by the law. If there is ever a discrepancy between Supplier agreements and this Code, always follow the stricter standard. If the right course of action is still not clear, contact CAA General Counsel at compliance@caa.com.

If Supplier has any questions about the Code, please email globalcompliance@caa.com.