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

Directors, officers and employees should avoid situations in which their personal interests might conflict, or appear to conflict, with the interests of Avaya. Conflicts of interest may arise in many types of situations, such as when an individual’s financial or other outside interests produce conflicting loyalties, interfere with job performance, or are adverse to the interests of Avaya. 

It is Avaya's policy that officers and employees do not:

• influence, either directly or indirectly, Avaya’s dealings with any customer, supplier or channel partner with whom you have a personal, familial or financial relationship;
• work for, represent or favor for personal reasons, a customer, supplier or channel partner in its dealings with Avaya;
• enter into unauthorized business relationships with competitors.  Accordingly, officers and employees may not own a competing business or assist any unauthorized person outside Avaya, including family or friends, in the planning, design, manufacture, sale, purchase, installation or maintenance of products that compete or could compete with Avaya’s products or any work performed by Avaya;
• accept any “friends and family” stock or stock option grants or receive compensation in connection with serving on an “advisory board” from a supplier, customer or channel partner with whom you conduct business on behalf of Avaya;
• receive securities from any underwriter or other financial institution (e.g., receive an allocation of shares of stock in a public offering conducted by another company) in connection with or in exchange for Avaya’s use of that underwriter or financial institution for investment banking or other services;
• have a financial interest in privately-held suppliers, customers or channel partners (or own more than a small percentage of a public entity) with whom you conduct (or can reasonably expect to conduct) business on behalf of Avaya;
• use Avaya’s name, information, property, time or other resources to perform outside activities such as a second job or volunteer, political or community activities not specifically sponsored or approved by the company.  These activities must always be kept separate from your duties for Avaya;
• accept a position on a Board of Directors without referring to and complying with Avaya’s policy (for more information, see Avaya’s Policy and Guidelines For Membership on Outside Boards of Directors); or
• use any elective or appointed social, political or governmental position, paid or voluntary, within the community to interfere with or promote Avaya business.

Avaya employees must avoid not only financial relationships or other situations between themselves and other businesses that could result in conflicts of interest, but also circumstances in which their immediate family members are involved in these kinds of financial relationships or situations.  This does not mean that an employee’s family members are prohibited from being employed by one of Avaya’s customers, competitors or suppliers. It does mean, however, that the employee must refrain from transacting Avaya business with those family members until he or she raises the issue with his or her supervisor and receives appropriate approvals, as detailed below. 

Before proceeding with an activity that may create a conflict of interest, an officer or employee must raise the issue with and obtain written approval from his or her supervisor.  You can send an email to compliance@avaya.com if you need assistance addressing potential conflicts of interest.

B. We do not Allow Gifts or Entertainment to Influence Decision-Making

It is Avaya's policy that directors, officers and employees should not seek, accept or provide, directly or indirectly, gifts, entertainment or other favors of the type or amount that go beyond common courtesies consistent with ethical and accepted business practices.  You should avoid even the appearance of a conflict of interest.  Accordingly, cash payments are strictly prohibited.

As a general rule, you can accept a gift from non-governmental customers, suppliers or business partners if it's unsolicited, inexpensive and not given to influence your judgment.  Otherwise, you should decline the gift and explain Avaya’s policy to the gift-giver.  Employees should consult their supervisor if there is any question about a gift.

Employees may provide reasonable (not lavish) entertainment and meals to non-governmental customers, suppliers or other business partners, provided that the entertainment is related to a proper business purpose, that it is not being offered to influence the recipient’s business decision, and that it is permitted under applicable laws, regulations, and rules.  Similarly, you should consult your supervisor before accepting an invitation for entertainment that seems lavish or excessive.

Gifts and entertainment for officials and employees of governments, whether in the U.S. or elsewhere, are highly regulated and often prohibited.  It is Avaya's policy that employees and agents should never provide government officials with gifts, entertainment or meals, or cover travel-related expenses of those officials, without satisfying all applicable company policies and procedures for those types of payments.  Consistent with applicable laws and company policy, improper payments or gifts provided to government officials in order to obtain or retain business for Avaya are strictly prohibited.  (See discussion under Section IV.B above, Avaya’s Global Trade Compliance Policy and Avaya’s Corporate/Personal Integrity Program (C/PIP).)  Employees who require further guidance can send an email with their questions to compliance@avaya.com.

It is Avaya’s policy that there be full, fair, accurate, complete, objective, timely and understandable disclosure in all reports and documents that Avaya files with or submits to government and self-regulatory agencies and in other public communications made by Avaya. 

Additional obligations apply to the Chief Executive Officer, the Chief Financial Officer, the Controller and any other employee with any responsibility for the preparation and filing of those reports and documents, including drafting, reviewing, and signing or certifying the information contained in those reports and documents (each is a “Financial Reporting Person”). 

In light of the above policy and in addition to the other sections of this Code of Conduct, if you are a Financial Reporting Person:

• you are required to observe both the form and spirit of technical and ethical accounting standards;

• to ensure that disclosure is accurate and complete, it is your responsibility to familiarize yourself not only with the disclosure requirements applicable to Avaya, but also with Avaya’s business and financial operations;

• you have a responsibility to raise with your supervisor any questions or concerns that you may have as to the reports and documents that you are drafting, reviewing, signing or certifying; and

• if you act in a supervisory role, you should not accept at face value information that is presented in documents and reports submitted to you for approval – you are responsible for critically analyzing all financial information that is to be disclosed.

Internal Controls

In addition to the above policy, U.S. federal law requires that Avaya devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (1) transactions are executed in accordance with management’s general or specific authorization (see Avaya’s Schedule of Authorizations and the Signature and Delegation of Signature Authority Policies for more information); (2) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; and (3) transactions are recorded as necessary to maintain accountability for assets.  It is our policy that documents not be falsified.  Signatures should be dated as of the date when the document is signed.

Side Letters

There should be no undocumented or improperly approved side agreements with vendors, customers, business partners or other third parties.  For example, if a customer’s obligation to pay is contingent, in addition to meeting the approvals found in Avaya’s Schedule of Authorizations, that contingency should be set forth in writing.  All representations and warranties regarding the performance or capability of Avaya products or services should be contained in the final written contract.  All side agreements to a written contract should be referenced in the contract.  Shipping documentation should accurately reflect the date of shipment and the location.  Documentation should clearly indicate if Avaya products are being shipped to a location other than the customer’s place of business or another site specified by the customer.  the documentation must be provided to the appropriate recipient in a timely fashion. 

D. We Obtain Authorizations and Signatures Before Finalizing Commitments

Avaya has adopted detailed guidelines that specify (based on organization and level) which employees have the authority to approve Avaya’s entry into specific types of transactions.  These guidelines are known as the Schedule of Authorizations.  In addition, Avaya has adopted detailed guidelines that specify (based on organization) who can sign contracts and other documents on behalf of Avaya once they have been approved in accordance with the Schedule of Authorizations.  These are known as the Signature and Delegation of Signature Authority Policies (you should review the policies carefully as the rules differ for U.S. and international documents).  With that in mind, before signing an agreement on behalf of Avaya, you should review those documents.  Remember, the obligation to check is yours; our suppliers and customers are not required to know if a document has been properly approved and signed.

We are all responsible for safeguarding company funds and property by following procedures to prevent their loss, theft, embezzlement or unauthorized destruction.  If you learn that any of those types of activities have occurred or are about to occur, you should report it immediately to Avaya Security at 1-877-99-ETHIC (1-877-993-8442) for U.S. callers or 908-953-7276 (non-U.S. callers)*.

Avaya’s assets and resources should be used for legitimate business purposes.  Avaya has the right to monitor, in accordance with applicable laws and procedures, individual use of corporate assets and resources (e.g., credit cards, cellular phones and computers) to ensure that they are used responsibly.  For example, Avaya may monitor an individual’s use of network services (e.g., internet and e-mail access), including visits to websites and e-mail messages, at its sole discretion and without notice.  This type of monitoring may extend to individuals using their personal computers to access the Avaya network (for example, through Avaya remote access).

Avaya’s assets, including its computers and network resources, should never be used in any way that is disruptive or offensive to others or to access, download, distribute or view:

• sexually explicit content including images, messages or cartoons;
• any conversation that contains or refers to ethnic slurs, racial epithets or anything that may be construed as harassment or disparagement of others based on race, color, religion, national origin, sex, age, disability, sexual preference or orientation, marital status or any other unlawful factor;
• slanderous/libelous content;
• threatening or harassing messages or chain letters;
• content of an illegal nature, such as software you are not licensed to use; or
• other content that could be construed as hostile or inconsistent with Avaya values.

We Protect Avaya’s Intellectual Property

Patents, trademarks, service marks and copyrights represent various forms of intellectual property.  Certain national and international laws and treaties govern the manner in which intellectual property rights are created, maintained and protected.  With that in mind, in addition to protecting Avaya’s physical property, we must safeguard its intellectual property. 

Avaya’s trademarks and servicemarks should be used only in accordance with company instructions and usage guidelines (see Avaya’s Trademarks and Servicemarks Bulletin).  If third parties want to use Avaya’s name or other intellectual property (e.g., to endorse or manufacture their products), there are certain restrictions that apply and certain documents that need to be executed.  You should review Avaya’s Intellectual Property Policies for more information.  In addition, the Intellectual Property Law group of Avaya Law can provide information about the forms of intellectual property and the steps you can take to protect Avaya’s rights.

We Safeguard the Confidentiality of Avaya’s Proprietary Information

Proprietary information is information or knowledge that Avaya has determined should not be disclosed to others, except in limited circumstances.  When there is a legitimate business need to disclose this kind of information outside Avaya or where disclosure is sought by legal process, a nondisclosure agreement should be executed with the third party receiving the information (if you need a nondisclosure agreement, you should review Avaya’s NDA Process).   Otherwise, Avaya’s confidential or proprietary information should not be disclosed, even after your employment with Avaya ceases.  You can learn more by reviewing Avaya’s Security Requirements for the Protection of Information Assets and Avaya’s Information Disclosure Policy.

In addition, special procedures must be followed when handling proprietary and confidential information relating to Avaya’s dealings with the U.S. government.  For more specific guidance, consult the Avaya Corporate/Personal Integrity Program (C/PIP).

We Respect Other Parties’ Rights to Proprietary Information, Including Intellectual Property

From time to time, Avaya is given access to the confidential or proprietary information of others, including customers and suppliers.  Other parties’ confidential or proprietary information should be used only for the purposes for which it was obtained.  If information received by Avaya is covered by the terms of a nondisclosure agreement, you must ensure that it is safeguarded and used in accordance with the terms of that agreement. 

Third-party proprietary information may include intellectual property rights.  It is Avaya’s policy to respect the intellectual property rights of others.  Before utilizing the intellectual property of others, obtain the necessary authorization.   When entering into agreements to utilize the intellectual property of others, be sure to observe all the obligations contained in the agreements.

H. We Speak on Behalf of Avaya Only if We have Authority to do so

Comments made by Avaya directors, officers, employees and contractors in a variety of contexts, including in connection with user groups, standards bodies, trade shows, press interviews and even on-line chat rooms and newsgroups, may be perceived by outsiders as representing “official” Avaya positions.  As a result, you should:

• never speak on behalf of Avaya unless authorized to do so - do not assume that your communications will not be attributed to you;
• work with an Avaya Media Relations representative to reply to all press inquiries and to review all public statements such as press releases;
• be sensitive to situations in which your identity as an Avaya director, officer or employee is known and may result in your being viewed as speaking on behalf of Avaya − in those situations, you should make it very clear that the views you express are solely your own;
• never publicly disclose (in conversation, in chat rooms, via email, or otherwise) Avaya’s confidential information or the confidential information of any third party; and
• recognize that all unauthorized disclosures, even those made anonymously, constitute violations of company policy, and, if discovered, could result in discipline.

For more information on this topic, you should read Avaya’s Information Disclosure Policy.

Technologies such as cellular telephones and e-mail have given us many new communications options.  However, security vulnerabilities of these technologies also pose challenges for Avaya.  As a result, you should avoid communicating Avaya’s proprietary information over cell phones in a manner that could be understood by outsiders.  Similarly, e-mail sent over the Internet (i.e., outside the Avaya firewall) that contains Avaya’s proprietary information should be encrypted using the latest technology recommended by Avaya Security. 

J. We Prohibit Insider Trading

Insider trading laws prohibit the purchase or sale of any corporate securities, (including those of our customers, suppliers, channel partners and others),  on the basis of material, non-public information. 

Information is considered to be “material” if a reasonable investor would likely view it as significant in making a decision to buy, sell or hold stock.  Information is considered to be “nonpublic” until the morning of the business day after it has been disclosed through a public announcement (e.g., press releases or SEC filings). 

A person who violates insider-trading laws is subject to severe criminal and civil penalties. 

K. We Maintain Records in Accordance with our Records Management Policy

Accurate and complete records are critical in meeting Avaya's financial, legal and management obligations, as well as in fulfilling our obligations to customers, suppliers, employees, government agencies and others.  Examples of Company records include, but are not limited to, contracts, employee and payroll records, vouchers, bills, time reports, billing records, measurement, performance and production records, and other essential data.

• to prepare them accurately, in a timely manner, and in reasonable detail;
• where applicable, to sign them only if they are accurate and complete; and
• to retain records, whether hard copy or electronic, in accordance with Avaya's Records Retention Schedule

For more information about managing company records, consult the corporate records retention policy at the Records Management website.