PwC India Third Party Code of C onduct

Document status Released - V1.0

Date November 19, 2013

2013 PricewaterhouseCoopers. All rights reserved. "PricewaterhouseCoopers" and "PwC " refer to the network of member firms of
PricewaterhouseCoopers International Limited (PwCIL). Each member firm is a separate legal entity and does not act as agent o f PwCIL or any
other member firm. PwCIL does not provide any services to clients. P wCIL i s not responsible or liable for the acts or omissions of any of its
member firms nor can it control the exercise of their professional judgmen t or bind them in any way. No member firm is respon sible or liable for the
acts or omissions of any other member f irm nor can it control the ex ercise of another member firm's professional judgment or bind another member
firm or PwCIL in any way.
PwC India Third Party Code of Conduct

1. Introduction
PwC India1 conducts its business within the framework of applicable laws, and regulations,
together with PwC policies and highest professional standards. The PwC experience is
enshrined in our values - acting professionally, doing business with integrity, upholding the
reputation of clients and PwC, treating people and environment with respect, and acting in a
socially responsible manner. In order to reinforce the commitment to our values and operate
in a manner that reflects high ethical standards, PwC India has developed the Third Party
Code of Conduct ("Code") which is applicable to you as a Third Party 2, and to all personnel
employed directly or indirectly by you, including agents and subcontractors where
applicable, to provide goods or services to PwC India or to PwC India's current or prospective
clients. While PwC India recognizes that there are different cultural environments in which
Third Parties operate, this Code sets forth the basic requirements that you must meet in
order to do business with PwC India. PwC India requires that you comply with all applicable
laws, rules and regulations, and with this Code.
2. Compliance with Laws, Regulations and Business Conduct
In addition to observing the law, compliance with this code also means conducting business
in a way that you fulfil all your ethical responsibilities to the persons and society at large in
both letter and spirit. Where local laws are less restrictive than this Code, you must comply
with all the tenets of this Code as applicable, even if your conduct would otherwise be lawful.
On the other hand, if local laws are more restrictive than this Code, you must always, at a
minimum, comply with those local laws in strictest terms.
The Third Party shall comply with all applicable laws, statutes, ordinances, rules, regulations
and orders applicable and material to the provision of services and/or supply of goods in
connection with PwC India's business or the business of PwC India's current or prospective
clients. This includes all applicable data privacy and protections laws, laws and regulations
pertaining to non-discrimination, affirmative action, labour, wages, hours and other
conditions of employment (the "Laws"). Third Parties shall at their expense secure all
permits, licenses, certifications, regulatory approvals and authorizations (collectively,
Authorizations) required by the laws and shall take all steps necessary to maintain
documentation of such authorizations, at all times. Third Party's shall provide adequate
documentation for proof of compliance with laws, upon request by PwC India. If the Third
Party is unable, after exercising reasonable diligence, to secure or maintain such
authorizations, PwC may terminate the engagement without liability.
PwC India strives to develop mutually beneficial business relationships and expects you to
adhere to high ethical standards and avoid engaging in any activity that involves even a
perception of impropriety or any adverse reputational risks to PwC. In relation to PwC
India's business or the business of PwC India's current or prospective clients, Third Parties
may be required to furnish details including, but not limited to the following:
a. Original records of any statutory filings,
b. Paid invoices of your Consultants/sub contractors, where applicable,
c. Audit reports and other books and records.

1
PwC India/firm refers to the Indian member firms of the network of member firms of PricewaterhouseCoopers
International Limited (PwCIL).

2 Third Party includes any individual or entity acting as a vendor to or supplier of PwC India, acting on
behalf of PwC India, under the supervision of PwC India, or jointly with PwC India, engaged in order to market or deliver
services, in connection with PwC India's business or the business of PwC India's current or prospective clients. Such
individuals or entities may include but are not limited to consultants, advisors, lawyers, surveyors, specialist valuers,
software suppliers, and/or other specialists. Third Parties are further categorized based on the purpose for which they
are engaged. These categories include Joint Business Relationship (JBR) partners, Subcontractors, Vendors or Suppliers.

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PwC India Third Party Code of Conduct

2.1 PwC India Anti Corruption Policy for Third Party Compliance
Third Parties are required to read, understand and comply with PwC India Anti Corruption
Policy for Third Party Compliance. Third Party's are required to confirm the same through
periodic declarations as required under the PwC India Anti Corruption Policy for Third Party
Compliance.
2.2 Business Courtesies
The Code does not permit Third Parties to accept or provide any business courtesy, gift,
meals, entertainment from/to commercial parties, government officials, PwC India
partners/staff or other third parties in violation of the PwC India Anti Corruption Policy for
Third Party Compliance.
2.3 Anti Trust and competition Laws
Third Parties must comply with relevant antitrust or competition laws at all times and not
indulge in any anti competitive practices whether by itself or in combination with other
entities. These laws are designed to protect consumers and competitors against unfair
business practices and to promote and protect healthy competition.
2.4 Labour Laws
The Third Party shall be solely and absolutely responsible for salary, allowance and other
statutory dues of its employees/ staff. The Third Party shall ensure full compliance of all the
statutory regulations including Provident Fund, Employee State Insurance, Workmen
Compensation, Minimum Wages, and Bonus in respect of employment of its employees/staff
and shall indemnify PwC India against any claims arising out of the same. The Third Party
shall obtain and maintain its registration under Employees State Insurance Act, Employees
Provident Fund and Miscellaneous Provisions Act and other relevant acts/laws including
contract labour, license and permits. The Third Party shall also ensure that its
employees/staff abide by this Code of Conduct. The Third Party shall also comply with all
other applicable labour laws, including those dealing with child/forced labour and workers
safety and health.
2.5 Trade Embargoes
Comprehensive sanctions have been imposed by UN, US, EU and other countries against
regimes including Iran, Cuba, Syria, Sudan etc. A number of countries are subject to less
comprehensive sanctions, including Somalia, Zimbabwe, North Korea, Myanmar and
Liberia. Third Parties should ensure compliance with such sanctions which are dynamic in
nature and be aware of the financial and reputational consequences in case of breach.
2.6 Subcontractors
Wherever applicable, a Third Party may utilize the services of a subcontractor only with PwC
India's prior written approval and at PwC Indias sole discretion. PwC India shall have the
right at any time to withdraw approval and consent with respect to the Third Partys use of a
particular subcontractor. While engaging a sub contractor, the Third Party shall ensure that:
a. All such subcontractors conform to and comply with the stipulations of this Code of
Conduct.
b. Adequate monitoring processes, including periodic audits of the sub contractor's
records, are put in place by the Third Party.
c. PwC India has the right to inspect and review any sub contractor's records and
processes in the same manner PwC India has the right to review the Third Party.
d. No agreement entered into by the Third Party with a sub contractor or other personnel
shall provide for any indemnity, guarantee or assumption of liability by PwC India.
e. No sub contractor shall be deemed a Third Party beneficiary for any purposes under
this Code of Conduct, notwithstanding any agreements contained herein that may
operate to the benefit of such sub contractor.

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PwC India Third Party Code of Conduct

f. The Third Party shall be fully responsible and liable for all acts or omissions of its
Subcontractors.
2.7 Financial Integrity
Third Parties financial books, records, and statements shall properly document all financial
information and accurately reflect all transactions undertaken as per your agreement with
PwC India. Third Parties business records must be retained in accordance with applicable
laws and regulations.
3. Confidentiality and Security
Third Parties are required to protect confidential information to which they have access, in
connection with their business with PwC India and secure such confidential information
against unauthorised disclosure, access or use. Third Parties must adhere to any
confidentiality terms agreed with PwC India. If a separate confidentiality agreement does not
exist, Third Parties should presume that all information available from PwC India is
confidential. Third Parties are required to safeguard personal privacy and comply with
applicable privacy and information security laws and regulations including the Information
Technology Act, 2000 and the Rules/ Regulations made thereunder.
Third Parties must have comprehensive HR processes, security awareness program and
background check process for all employees, staff and other personnel who will access the
facilities, networks, confidential information, or have custody of tangible, intangible and
electronic assets or work products of PwC India or PwC India's current or prospective clients.
Third Parties shall also ensure that all confidential information of PwC India is protected in
accordance with highest industry standards and having full regard to local enactments in this
regard.
4. Conflicts of Interest
The term 'conflicts of interest' describes circumstances that could cast doubt on a Third
Parties ability to act with total objectivity with regard to PwC India's interests. PwC India
requires all its third parties to be free from any conflicts of interest. Conflict of interest
situations may arise in many ways. If an actual or potential conflict with PwC India or any of
its Partner/staff is identified, Third Parties must report all pertinent details as required
under point#7 below.
5. Independence
PwC India works in a regulated profession, with specific standards around maintaining
independence. This is fundamental to giving clients, regulators and the public, confidence in
our ability to act with integrity, objectivity and impartiality. Failing to maintain
independence can have serious consequences including exposure to legal and regulatory
action, that can impair PwC India's reputation and lead to loss of public trust. In order to
facilitate PwC India's adherence with applicable independence regulations, all third Parties
must prudently manage risk and make decisions unencumbered by personal interests. Third
parties should also promptly provide PwC India with timely, accurate, and complete
information which is necessary to ensure compliance with applicable independence
regulations.
6. Discrimination
PwC India expects all Third Parties to provide a work environment free from all
discrimination, harassment, and retaliation. All Third Parties shall employ workers on the
basis of their ability to do the job, not on the basis of their personal characteristics or beliefs.
As such, PwC India expects you to employ workers without regard to race, colour, gender,
nationality, religion, age, disability, familial or marital status, or sexual orientation or any
other category protected by the applicable laws and regulations. In addition the third Parties

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PwC India Third Party Code of Conduct

shall have duly documented internal procedures and guidelines to maintain objectivity in
matters of employment, employee safety etc.
7. Monitoring and Enforcement
As a condition of doing business with PwC India, all Third Parties must comply with this
Code. PwC India will continue to develop monitoring systems to assess and confirm
compliance to this Code which may include right to conduct regular audits of the processes
and documentation of the Third Party and employ such other measures which PwC India
may prescribe from time to time.
If PwC India determines that any Third Party has violated this Code, PwC India may either
terminate the services, its business relationship or require the Third Party to implement
necessary corrective actions. If corrective action is advised, but not taken, PwC India will
suspend placement of future orders and shall terminate its current business relationship.
8. Reporting Concerns
Third Parties are obliged to report concerns related to real or perceived wrongdoing and/or
violations of this Code or other laws, regulations, etc, and any other concerns that arise
during the course of doing business with PwC India, using the following methods:
Toll Free Ethics Help Line Number (1-800-209-6005);
Ethics Email address (ethics.india@in.pwc.com);
Global Helpline (www.pwc.com/ethics, click on 'Contact us').
Concerns should be reported honestly and in good faith. Such reporting may be made
anonymously if preferred.
PwC India will review/investigate all reported complaints or concerns. Third parties are
required to fully and promptly co-operate with any inquiry/investigation process initiated by
PwC India and must respond fully and truthfully to any questions, requests for information,
or documents.
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