EBI Principles of Conduct for Subcontractors

Business Ethics

Subcontractors are expected to conduct business with integrity and mutual respect and to uphold the highest standards of ethics and behavior, including:

  1. Business integrity:  All forms of illegal or inappropriate activity, including, but not limited to, anti-competitive conduct or deceptive trade practice for any reason whatsoever, whether on behalf of EBI, Subcontractor or others, corruption, misrepresentation, extortion, embezzlement, money laundering or bribery, are strictly prohibited. Subcontractor represents, warrants and covenants that no agent, affiliate, employee or other person associated with or acting on behalf of Subcontractor, directly or indirectly: (i) has previously provided or will provide anything of value in the form of any unlawful contribution, gift, entertainment or other unlawful expense to any US or foreign official or US or foreign political party in any polity for the purpose of gaining or retaining business or obtaining any unfair advantage; (ii) made any bribe, rebate, payoff, influence payment, gift of money or other advantage, kickback or other similar unlawful payment; or (iii) violated any applicable anti-money laundering laws.
  2. Competition, advertising and marketing:  EBI expects Subcontractors to uphold fair business standards in advertising, sales and competition. If a Subcontractor, with EBI’s prior written approval, engages in any advertising, marketing or promotional activities that reference or implicate EBI, its name, logo or services in any manner, such materials must be truthful and accurate, with clear and conspicuous disclosure of material terms and limitations of advertised offers.  Any other advertising, marketing or promotional activities that reference or implicate EBI, its name, logo or services in any manner is strictly prohibited.
  3. Penalties: Subcontractors must not have been the subject of any government indictment, nor have they had any fines, penalties or settlement agreements with any government agency in the past 5 years that resulted in material financial costs to our company or affected our ability to conduct business operations.
  4. Alcohol and drugs: Subcontractors must not engage in any work for or on behalf of EBI, or in any fashion represent EBI, while under the influence of alcohol or other substances that may impair the ability to work safely.  In addition, Subcontractors may not possess illegal drugs or controlled substances while on EBI premises or while conducting business with or for EBI.
  5. Weapons: Subcontractors shall not carry any weapon (as such term is commonly understood) or have a weapon in their possession or in any vehicle while they are on EBI premises or while conducting business with or for EBI.
  6. Gambling: Subcontractor must not engage in gambling, including games of chance, on EBI premises or while conducting business with or for EBI.
  7. Property, funds and information; records: Subcontractors must use all EBI property, and the property of EBI customers, including, but not limited to, equipment, funds, documents, electronic and written information and communications systems, with care and adherence to acceptable standards and EBI’s rules and procedures.  Subcontractors are required to report any suspected or actual misuse, theft, vulnerability, improper exploitation, or sabotage of EBI (or its customers') property.  Records prepared for EBI, including records of work time and expenses, must be accurate and complete.
  8. Conflicts of interest: Subcontractors must avoid engaging in any activity that would create an actual or apparent conflict of interest regarding their provision of products or services to EBI or one of its customers.  A conflict of interest exists where EBI personnel or one of its customers have a financial or close personal interest relating to the Subcontractor or its personnel, and such relationship could interfere with or influence the award, conduct or oversight of work for EBI and/or its customers.  In the event an actual or potential conflict of interest does arise, Subcontractor must immediately report it to EBI.



EBI emphasizes treating individuals with dignity and respect inside our organization and throughout our supply chain.  Where we don't have managerial control, we actively seek to promote compliance with these provisions. EBI views it as a business imperative to uphold the human rights of workers by treating them with dignity and respect, and we expect the same commitment from Subcontractors.  Accordingly, all participants in EBI’s supply chain are expected to adhere to the following standards:

  1. No child labor:  Subcontractors must not use child labor. The term “child” refers to any person under the age of 15, or under the applicable minimum age for completion of compulsory education, or under the minimum age for employment in any country, whichever is the highest.
  2. Only voluntary labor: Subcontractors will not use forced labor of any type, including bonded, indentured or involuntary prison labor.  Subcontractors are prohibited from requiring workers to pay fees or lodge deposits for their employment, either directly or through third parties.  Subcontractors will not place any unreasonable restrictions on workers’ freedom of movement within, or in and out of, company provided facilities.  Subcontractors may not hold or otherwise destroy, conceal, confiscate or deny access by employees to their identity or immigration documents, such as government-issued identification, passports or work permits, unless such holdings are required by law.
  3. Freedom of association and collective bargaining: Subcontractors must comply with applicable laws and regulations governing the legal rights of their employees to join or not to join worker organizations, including trade unions, and the right to collectively bargain, if they choose to be represented.
  4. Non-discrimination: Subcontractors must not engage in discrimination on any basis prohibited by applicable law, including, without limitation, race, color, religion, age, gender, pregnancy, sexual orientation, gender identity and expression, national origin, disability, marital status, citizenship status, veteran status or military status.  EBI embraces diversity and equal opportunity as fundamental principles and key components of its corporate strategy. Subcontractor agrees to include business certified as Minority-, Women-, Disabled Veteran-, LGBTQ+-, Veteran-, or Disability-Owned Business Enterprises in the production of products or offering of services. Subcontractor agrees to comply with all applicable state and federal statutes, executive Orders and Regulations relating to non-discrimination in employment. Subcontractor must also comply with the employment provisions of the Americans with Disabilities Act and any Immigration laws, rules and/or regulations, including without limitation, the Immigration Reform and Control Act of 1986 (“IRCA”).

    The parties hereby incorporate the requirements of the Notification of Employee Rights Under Federal Labor Laws; Final Rule, 29 CFR 471.

    The Subcontractor and its subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a).  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, gender identity, sexual orientation, or national origin.  Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, gender identity, sexual orientation, national origin, protected veteran status or disability. Subcontractor will comply with all provisions of Exec. Order 13496.

  5. Non-harassment:  Subcontractors must not engage in any harassment in any form including, but not limited to, verbal, physical or sexual. This prohibition on harassment applies to all work-related settings, whether at an EBI worksite or elsewhere, and it covers employees as well other individuals who have a relationship with the Subcontractor which enables the Subcontractor to exercise some control over the individual’s conduct in places and activities that relate to the Subcontractor’s work (e.g. directors, officers, contractors/subcontractors, vendors, clients, etc.).  Subcontractor must not engage in any conduct that is in violation of this prohibition or in violation of applicable federal, state and local law prohibiting harassment.
  6. Working hours and wages: Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Employees should have the ability to earn fair and equal wages, as determined by applicable local law. Subcontractors are fully responsible for the quality, performance, behavior, supervision and protection of their personnel.  EBI retains the right in its absolute discretion to require the removal of any individual from an EBI job site or project for any reason. 
  7. Independent Contractor:Subcontractor shall responsible for obtaining and maintaining all licenses required for the applicable scope of work to be provided to EBI.  Subcontractor shall be solely responsible for all matters relating to employment of its personnel, including, without limitation, payroll taxes, deductions, and contributions under federal or state laws, compliance with all applicable worker’s compensation, unemployment compensation, medical, dental, and disability insurance, social security laws and with all other federal, state and local laws governing such matters.  In recognition of the fact that any work-related injuries which might be sustained are covered by workers’ compensation insurance provided by Subcontractor or Subcontractor’s subcontractors, Subcontractor’s employees and employees of Subcontractor’s subcontractors waive and release on behalf of themselves and all parties related to them any right to make claims or bring suit against EBI for damages based upon injuries which are covered under such workers’ compensation insurance.
  8. Subcontractors shall comply with the standards set forth in the United Nations Universal Declaration of Human Rights.
  9. No Conflict Minerals: EBI commits, and expects its Subcontractors to commit, to not source conflict minerals from the Democratic Republic of Congo (DRC) and adjoining areas. EBI expects any products that it purchases from Subcontractors and manufacturers will not contain conflict minerals that directly or indirectly finance, or benefit armed groups.
  10. Circular Economy: EBI expects Subcontractors to support the idea of a circular economy that keeps resources in use for as long as possible, seeking to recover and recycle them once the maximum value has been reached. This includes reducing total cost of ownership of services and products; by minimizing the materials that go into products and packaging; and designing for product reuse, restoration, regeneration, and recyclability.


Government Contracts and Compliance with Federal Statutes and Regulations

To the extent that Subcontractor’s performance is subject to certain executive orders (including E.O. 11246 and E.O. 13201) and statutes (including Section 503 of the Rehabilitation Act of 1973, as amended; the Vietnam Era Veteran’s Readjustment Assistance Act of 1974; Section 8116 of the Defense Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118); and the Jobs for Veterans Act) pertaining to government contractors, Subcontractor shall: (a) comply with such executive orders and statutes, and their implementing regulations, as amended from time to time; and (b) fulfill the obligations of a contractor under the clauses incorporated by this provision.

  1. These Government Contracts requirements incorporate the following statutes and rules: (i) “Affirmative Action For Workers With Disabilities” (at 48 CFR §52.222-36); (2). “Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans” (at 48 CFR §52.222-37); (3) “Equal Employment Opportunity” (at 48 CFR §52.222-26); (4) “Equal Employment Opportunity Clause” (at 41 CFR §60-1.4(a)); (5) “Equal Opportunity For Special Disabled Veterans And Veterans of the Vietnam Era” (at 41 CFR §60-250.5); (6) “Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans” (at 41 CFR §60- 300.5); (7) “Equal Opportunity For Workers With Disabilities” (at 41 CFR §60-741.5); (8) “Prohibition of Segregated Facilities” (at 48 CFR §52.222-21); (9) “Small Business Subcontracting Plan” (at 48 CFR §52.219-9); (10) “Utilization Of Small Business Concerns” (at 48 CFR §52.219-8); (11) “Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009” (FAR 52.203-15); (12) “American Recovery and Reinvestment Act - Reporting Requirements” (FAR 52.204- 11); (13) “GAO/IG Access” (FAR 52.212-5(d) (Alt. II), FAR 52.214-26(c) (Alt. I), FAR 52.215- 2(d) (Alt. I)); (14) “Davis-Bacon Act” (FAR 52.222-6); (15) “Buy American Act” (FAR 52.225-21, FAR 52.225-22, FAR 52.225-23, & FAR 52.225-24); (16) “Whistleblower Protections” (Pub. L. No. 111-5, Section 1553); (17) “Award term—Reporting and registration requirements under section 1512 of the Recovery Act” (2 CFR §176.50); (18) “GAO/IG Access” (Pub. L. No. 111-5, Section 902, 1514 and 1515); (19) “Award term—Wage Rate Requirements under Section 1606 of the Recovery Act” (2 CFR §176.190); (20) “Buy American Requirements” (2 CFR §176.140, 2 CFR §176.150, 2 CFR §176.160, & 2 CFR §176.170); (21) “Restrictions on Certain Foreign Purchases” (48 CFR 52.225-13; and (22) “Preference for Privately Owned U.S. Flag Commercial Vessels” (48 CFR 52.247-64).

Each Subcontractor warrants that neither Subcontractor, nor any of its employees or representatives performing services or supporting Subcontractor activities under this Agreement is: (1) an individual or entity that is listed in the annex to, or is otherwise subject to the prohibitions contained in, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 of the Office of Foreign Asset Control ("OFAC") regulations; (2) an individual or entity with whom EBI or any financial institution is prohibited from dealing or otherwise engaging in business under any U.S. law, regulation, executive order or list published by OFAC; or (3) an individual or entity that is named on the current list of "Specially Designated Nationals and Blocked Persons" published by OFAC on its official website or any replacement website or other replacement official publication of such list.  In the event of a breach of the OFAC provision herein, Subcontractor shall indemnify EBI for any fine EBI may be assessed, through no fault or action of EBI, because of a positive OFAC finding that affects Subcontractor.

Subcontractors shall fully comply with the laws of the United States or other Applicable Law relating to the export of commodities or technical data, including without limitation, 15 CFR Part 730 et seq., 10 CFR Part 110, and 10 CFR Part 810, or any successor regulations.

Health and Safety

Subcontractors must conform to all applicable health and safety laws and regulations, and to applicable industry codes. Subcontractors must have a program or mechanism(s) to enforce and monitor compliance with health and safety requirements. These programs or mechanisms should include at least the following elements:

  1. Occupational safety:  Subcontractors must be committed to providing personnel with a safe place to work making appropriate safety equipment available, and appropriate training on health and safety procedures. They must ensure that personnel are trained and qualified to perform their work functions safely prior to initiating any work for EBI.  Subcontractors must have or subscribe to a written safety and health program. 
  2. Emergency preparedness: Subcontractors must have emergency plans and response procedures that shall include: (i) emergency preparedness, reporting and notification; (ii) evacuation procedures, training and drills; (iii) appropriate hazard detection and suppression equipment; and (iv) adequate exit facilities from job sites.  Subcontractors must ensure that their personnel performing services in EBI facilities are aware of and comply with EBI emergency plans and response procedures for those facilities.
  3. Occupational injury and illness:  Subcontractors must have procedures and systems to manage, track and report: (i) occupational injuries and illnesses; (ii) exposure of workers to chemical, biological and physical agents; and (iii) violations and fines from the Occupational Safety and Health Administration or corresponding local regulatory agencies. Such procedures and systems must include provisions to: (a) encourage worker reporting; (b) classify and record injury and illness cases; (c) investigate cases and implement corrective actions; and (d) collect and review OSHA statistics.  Fatalities, injuries, illnesses, property damage, vehicle incidents and near-misses occurring on EBI client premises while delivering services must be reported as directed by EBI.


Affordable Care Act

For purposes of the Affordable Care Act (ACA), and in particular for purposes of Section 4980H of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, with respect to each individual provided by a Subcontractor to work on EBI project(s) for at least thirty (30) hours per week for at least ninety (90) days, whether consecutive or not, Subcontractor represents and warrants that it or one of its subcontractors is the common law employer of such individual and shall be responsible for either providing healthcare coverage as required by ACA (to the extent applicable) or for paying any Section 4980H assessable payments that may be required for failure to provide to such individuals: (a) health care coverage, or (b) affordable healthcare coverage.  Alternatively, the Supplier represents and warrants that there are no individuals provided by Subcontractor to work on EBI project(s) for at least thirty (30) hours per week for at least ninety (90) days, regardless of whether consecutive. Subcontractor shall maintain information to show compliance with the ACA for a period of ten (10) years.


Environmental Responsibility

EBI is committed to implementing sustainable business practices, reducing energy consumption, and minimizing our carbon footprint.  EBI considers environmental responsibility integral to delivering world class services and solutions that create shareholder and community value.  EBI expects Subcontractors to demonstrate a commitment to responsible environmental stewardship, including:

  1. Compliance with environmental laws: Subcontractors must comply with all environmental laws and requirements, including those relating to: (i) the management and disposal of hazardous materials; (ii) contaminants in air, soil or water; and (iii) the protection of natural resources, wildlife and wetlands.
  2. Pollution prevention and resource reduction: Subcontractors must strive to reduce, eliminate or prevent waste of all types and by conserving materials.
  3. Environmental consideration in business decision-making: Subcontractors are to work with their own subcontractors to assess and address environmental and sustainability issues within their supply chains.
  4. Assessment and improvement of environmental practices: Subcontractors are to implement environmental management systems and focus on continuously monitoring and improving their performance.


Business Continuity Plan

Subcontractors shall, and cause it subcontractors, if any, to maintain, and update annually, a Business Continuity Plan (“BCP”) that ensures that Subcontractor can meet its obligations under its agreement and any Work Order with EBI in the event of a manmade or natural disaster or other emergency situation that results in disruption of the provision of services by, through or on behalf of Subcontractor, which may include a force majeure, labor dispute or other act or event (each an “Event”). Such BCP shall detail Subcontractor’s plans for recovering from an Event and resuming normal business operations, including Subcontractor’s plan for communicating the status of recovery efforts until resolution. Upon EBI’s request, Subcontractor shall provide to EBI within thirty (30) days a copy of Subcontractor’s current BCP.

Reporting Concerns; Engagement with EBI; Audit Rights

Subcontractors must promptly report concerns and potential or actual violations of the provisions of Subcontractor’s agreements and contracts with EBI.  Subcontractors must provide reasonable assistance to any investigation by EBI of any such violation.  Subcontractors must protect anyone who works for them, either as an employee or a subcontractor, from any form of retaliation for reporting suspected or actual violations.

EBI reserves the right to review or audit Subcontractor’s compliance with provisions of its contracts and agreements with EBI and these EBI Principles of Conduct for Subcontractors, and/or to request that Subcontractor conduct a self-audit and send EBI a certification of their compliance with the following:

  1. the accuracy, integrity, supporting information, and calculations of Subcontractor’s invoices and EBI’s payment obligations hereunder;
  2. that the deliverables have been and are being performed/provided by Subcontractor in accordance with this Agreement;
  3. the processes, procedures and security practices used in performing/providing the deliverables;
  4. the integrity of Subcontractor’s systems that process, store, support, maintain, and transmit Client’s data;
  5. the systems, communications and information technology used in performing/providing the deliverables;
  6.  that the Subcontractor is in compliance with the terms of this Agreement.

Subcontractors are to promptly respond to requests for information from EBI, or a third party working on our behalf, regarding matters covered by provisions of Subcontractor’s contracts and agreements with EBI.  These requests may include surveys, questionnaires, requests for supporting documentation and other measures intended to increase visibility into our supply chain.  By way of example and without limitation, EBI and EBI’s Client shall have the right require they audit and certify to us; to audit, copy and inspect all financial and non-financial transactions pertaining to the services performed by Subcontractor under its contracts and agreements with EBI (the “Records”), and Subcontractor will provide access to EBI and EBI’s Client, and their respective auditors, at reasonable times, to sites where either Subcontractor or any of its subcontractors are providing services, to personnel, and to data and records relating to the services for any reasonable business purpose, including audits relating to: (a) the accuracy of Subcontractor’s charges and invoices; (b) Subcontractor’s compliance with applicable laws and regulations; and (c) Subcontractor’s compliance with the terms of this Agreement at all reasonable times.  EBI or its authorized representative shall give auditees reasonable notice of intended audits.  Subcontractor shall require all subcontractors to comply with the provisions of this paragraph. 

Subcontractor shall maintain records to support compliance with the requirements of these Principles of Conduct for Subcontractors for ten (10) years.

Violations of provisions of Subcontractor’s contracts and agreements with EBI will require the prompt establishment of corrective action plans or training, may affect Subcontractor’s standing with EBI, may lead to disqualification from future opportunities with EBI, and may even result in the termination of the Subcontractor’s business relationship with EBI.

In the event of any violation of these EBI Principles of Conduct for Subcontractors, EBI may immediately terminate any contracts or agreements with Subcontractor without liability to EBI in connection with such termination.

Subcontractor must notify EBI if it has any exceptions to the above representations, warranties and covenants. Without limiting the foregoing, Subcontractor must notify EBI as soon as it becomes aware of any actual or suspected breach of any of the above provisions.

Contact Us

If you have any questions or concerns regarding the EBI Principles of Conduct for Subcontractors, you can send an email to EBI Consulting's General Counsel, Maura McCaffery, Esq., at  mmccaffery@ebiconsulting.com.


Updated January 31, 2024