Ethics Policy for Partners

To Our Channel Partners:

Blue Coat values its relationship with its channel partners and the important contribution that they bring to our business. We believe that this value is maximized when each of the parties to the channel partner relationship acts with integrity and adheres to the highest standards of legal and ethical conduct.

We recognize that many of our channel partners and our employees operate and live in different parts of the world, with different cultural, business and legal environments. However, no matter where they are located, each of our channel partners and their employees and agents (collectively, “Partners”), as well as each of our employees, must follow certain key principles in their dealings with Blue Coat, including the marketing, offering for sale and sale of Blue Coat products.

These principles include the following:

Compliance with Anti-Corruption and Anti-Bribery Laws

Blue Coat prohibits offers or payments of bribes, kickbacks or gifts to win business or to influence a business decision with respect to Blue Coat products. No Blue Coat employee and no Partner may, directly or indirectly, offer or provide money or anything of value to a government official to obtain or retain business or to obtain an advantage in any business dealing or transaction with respect to Blue Coat products.

Blue Coat requires that Partners be familiar with the U.S. Foreign Corrupt Practice Act, as well as any anti-corruption or anti-bribery statute in effect in jurisdictions where they deal with Blue Coat products, and to provide appropriate instruction to their employees and agents regarding compliance with those regulations and statutes. Partners should promptly advise Blue Coat sales management in the event a reseller, intermediary or end user requests a facilitation fee or other payment that may violate any applicable statute.

Compliance with Export Laws and International Trade Restrictions

The distribution of Blue Coat products is regulated by U.S. export laws and is subject to certain sanctions and trade embargoes imposed or approved by the United State government. The distribution of Blue Coat products also may be subject to restrictions imposed by governments and agencies outside the U.S. Partners must be familiar with and comply with all relevant laws and restrictions, including U.S. export laws, when dealing with Blue Coat products. It is critical to such compliance that Partners correctly specify the end user and destination of any Blue Coat products ordered and that Partners identify any suspicious circumstances with respect to the end user or transaction.

Conflicts of Interest

No Partner should have interests that conflict with the Partner’s duty to promote the sale and distribution of Blue Coat products and to act in a manner that does not harm Blue Coat’s business interests.

Marketing and Advertising

Partners may use the Blue Coat logo or any Blue Coat trademark only with the express authorization of Blue Coat, and only in compliance with Blue Coat’s guidelines. Partners must stop using any Blue Coat trademark if so instructed by Blue Coat. When marketing and advertising Blue Coat products, Partners must comply with applicable laws and ensure that all claims are accurate and substantiated. Any deceptive advertising of Blue Coat products is strictly prohibited.

Competition Laws

Partners are expected to comply with all applicable competition laws in their dealings with Blue Coat products. In jurisdictions where such conduct is unlawful, Partners must not enter into agreements to maintain or fix the prices of Blue Coat products or to otherwise restrict the resale of Blue Coat products.

Compliance with Contractual Obligations

Each Partner must strictly comply with its obligations under any agreement with Blue Coat.

No Side Arrangements

Blue Coat prohibits any “side arrangements” between Blue Coat and a Partner or any other customer with respect to dealings in Blue coat products. This prohibition includes any promise or agreement, whether such agreement is written, verbal, or electronic (e.g., in an e-mail), that is not properly documented in a writing that has been approved by the Blue Coat Legal Department and signed by an authorized signatory of Blue Coat. Should any employee of Blue Coat enter into (or offer to enter into) a “side arrangement” with a Partner or other customer, the Partner should promptly communicate that fact to Blue Coat sales management.

Requirement of Bona Fide End User

Blue Coat expects that all purchase orders (“POs”) that are placed with Blue Coat will be backed by a firm end user order. Blue Coat has instructed its employees not to solicit or knowingly submit any PO that is not backed by an end user order. Should any employee of Blue Coat solicit premature placement of a PO (i.e., placement of a PO before the end user has placed a firm order), the Partner should promptly communicate that fact to Blue Coat sales management. Partners should remember that any PO placed with Blue Coat is non-cancellable and placed at the Partner’s sole risk.

Discussions regarding Blue Coat Roadmap and Future Products

To the extent Partners communicate information to customers or potential customers about Blue Coat’s roadmap or its future products, the Partner must use a Blue Coat approved customer-facing roadmap presentation and must not commit to the availability or cost of any future feature or functionality.

Confidentiality

Each Partner must comply with its confidentiality obligations under its partner agreement with Blue Coat and under any NDA in place with Blue Coat. Documents marked with “Blue Coat Confidential” or words of similar import, or which a reasonable party would understand to be confidential, must not be provided to any third party without the express written consent of Blue Coat. This includes, but is not limited to, Blue Coat pricing information.

Cooperation

Each Partner must cooperate with any investigation by Blue Coat regarding any wrongdoing, unlawful conduct or violation of these principles with respect to dealings in Blue Coat products. Each Partner is expected to inform Blue Coat sales management of any knowledge or suspicion of wrongdoing, unlawful conduct or violation of these principles with respect to dealings in Blue Coat products. In the event a Partner informs Blue Coat sales management of an issue and feels the issue has not been appropriately addressed, the Partner should report the matter to the General Counsel of Blue Coat Systems, Inc. at generalcounsel@bluecoat.com. The Partner also may use the procedures set forth in the Blue Coat Whistle Blower Policy to report any such conduct. 

We at Blue Coat greatly appreciate your cooperation in adhering to these principles and look forward to our future working relationship.

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This document was last updated January 2011