I. Introduction
II. Our Values
III. Our Customers, Suppliers, Agents & Representatives
IV. Our Competitive Practices
V. Our Colleagues
VI. Promoting Avaya's Interests and Protecting Avaya's Assets
VII. The Broader Community
VIII. Compliance with All Applicable Laws
IX. Managing Compliance and Reporting Violations
X. Consequences of Violating Operating with Integrity
XI. Additional Provisions for Directors and Executive Officers

We do not Engage in Commercial Bribery

It is our policy to compete for business fairly and on the merits of Avaya’s products and services.  Commercial bribery violates Avaya’s policy as well as the laws of many countries.  Any bribe or improper payment to Avaya’s customers or suppliers could subject you to severe discipline, including possible termination, and to possible criminal prosecution.  Similarly, accepting a bribe, improper payment or benefit is prohibited.  However, gifts, entertainment or other favors may be accepted, but only if they are expressly permitted under applicable laws and company policy, including Operating with Integrity (See Section VI.B below for additional information on gifts and entertainment). 

We do not Engage in Anti-Competitive Practices

It is our policy to abide by all applicable antitrust and competition laws and regulations.  Many countries, including the U.S., have those laws and regulations to make certain that customer choices in the marketplace are not limited by improper agreements or other improper conduct that would affect price, restrict volumes produced or reduce the variety of products or services available to customers.

While participation at trade shows and in standards development groups may be beneficial to Avaya, it can also create antitrust risks because these activities provide a meeting ground for competitors.  Whenever you attend those events or participate in those groups, you should remember to follow applicable antitrust and competition laws and regulations. 

We do not Obtain Competitive Information Through Improper Means

Gathering information about competitors, when done properly, is a legitimate business activity.  Competitive information, however, should not be obtained, directly or indirectly, by improper means.  Improperly collecting or using competitive information may subject Avaya and the individuals involved to lawsuits or criminal penalties, up to and including imprisonment. If we retain consultants to gather competitive information on our behalf, the same rules apply.  You should review Avaya’s Policy on Gathering, Analyzing and Using Competitive Information for more information.

Benchmarking is a form of competitive information gathering and is subject to antitrust laws to the same extent as any other Avaya activity.  To be permissible, benchmarking must be conducted through an independent data gathering organization that takes appropriate steps to protect the confidentiality of individual proprietary data submitted.

We do not Hire Employees or Contractors in Violation of Third Party Agreements

We often seek to hire employees, contractors and consultants with experience in our industry and with knowledge about the products and services available in the markets in which we compete.  However, sometimes, potential new hires or contractors we are considering hiring (i) have employment agreements with their current or past employers that prohibit their working on behalf of competitors, which may include Avaya, or are parties to consulting agreements with similar provisions (i.e., “non-compete provisions”), or (ii) are government officials, in which case special rules regarding recruitment may apply (see the Avaya Corporate/Personal Integrity Program (C/PIP)).  In other cases, confidentiality obligations to their current or former employers may restrict the type of work they can do on behalf of, and the type of information they can disclose to, Avaya. 

Before extending an offer of employment or hiring a contractor or consultant, you must ensure that a member of the HR team undertakes a reasonable investigation to make sure that none of these barriers exists. If potential issues are identified, you or the responsible HR team member should consult a corporate counsel in the Labor, Employment, Benefits and Litigation group of Avaya Law (for U.S. issues) or the International and Commercial Law group of Avaya Law (for international issues).

B. We Conduct Business with Government Officials and Employees Appropriately

Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees.  Officers and employees who work with state, local, federal, provincial or other government customers in any country, or who otherwise interact with government employees are expected to be familiar with procurement, bribery and other applicable laws. 

It is never appropriate to offer or provide gifts or other favors to a U.S. government official, employee or customer, regardless of the value of the gift or favor.  In certain cases, if you are directly or indirectly involved in providing products or services to the U.S. government, you also may not receive gifts, entertainment, meals or favors from your suppliers.  For more specific guidance, consult the Avaya Corporate/Personal Integrity Program (C/PIP).