Olema - Contractor Consultant Business Standards
Olema Pharmaceuticals, Inc.
Contractor and Consultant Business Standards
Olema Pharmaceuticals, Inc. (including any subsidiaries, the “Company,” “us,” “we,” “our”) is committed to maintaining the highest standards of business standards. We also use independent contractors (“Contractors”) and consultants (“Consultants”). For the avoidance of doubt, such Contractors and Consultants are not employees of the Company. This Contractor and Consultant Business Standards (“Business Standards”) reflects the business practices and behaviors that we expect Contractors or Consultants that we engage to exhibit while performing their services to Olema.
These Business Standards do not exhibit control over manner or means of services provided, but provide the Contractors and Consultants with the Company’s reasonable business expectations over the results of the services. From time to time, we may adopt additional guidelines and it is the responsibility of the Contractor or Consultant to periodically, and at minimum, annually, review the then current guidelines to become aware of any updates and/or modifications to the Business Standards or any additional guidelines.
Action by members of your immediate family, significant others or other persons who live in your household also may potentially result in ethical issues to the extent that they involve the Company’s business.
After carefully reviewing the Business Standards, you must sign the acknowledgment attached as Exhibit A hereto, indicating that you have received, read, understand and agree to comply with these Business Standards. The acknowledgment must be returned in the manner provided for by the Company.
The Company realizes that you may have your own business standards or similar policy that you operate under. In the event of a conflict of terms between your business standards or similar policy and the Business Standards, the terms of the Business Standards shall prevail.
The Company is committed to providing a work environment free of any form of unlawful harassment or discrimination. The Company is committed to maintaining a respectful, courteous work environment that respects the dignity and worth of each employee. Inappropriate workplace behavior and unlawful harassment are wholly inconsistent with this commitment. No Contractor or Consultant who does business with this organization is exempt from the prohibitions within this policy.
1. Honest and Ethical Conduct
It is the policy of the Company to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The integrity and reputation of the Company depends on the honesty, fairness and integrity brought to the job by each person associated with us.
Our success depends upon each Contractor or Consultant’s operating within legal guidelines and cooperating with local, national and international authorities, including laws prohibiting bribery, corruption, or the conduct of business with specified individuals, companies or countries. We expect Contractors and Consultants to understand the legal and regulatory requirements applicable to their areas of responsibility. We may hold periodic training sessions, as required by law, to ensure that all people associated with Olema will comply with applicable laws, rules and regulations associated with their role.
These U.S. laws, rules and regulations, which extend to all our activities outside the United States, include but are not limited to:
- The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
- U.S. Embargoes, which generally prohibit U.S. companies, their subsidiaries and their employees from doing business with or traveling to countries subject to sanctions imposed by the U.S. government, as well as specific companies and individuals identified on lists published by the U.S. Treasury Department;
Contractors and Consultants who have access to confidential (or “nonpublic”) information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct our business. All nonpublic information about the Company or about companies with which we do business is considered confidential information. To use material, nonpublic information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is both unethical and illegal. Contractors and Consultants must exercise the utmost care when handling material nonpublic information. Please refer to the Company’s Insider Trading Policy for more detailed information.
Vendors must comply with antitrust laws – known globally as “competition laws.” Further, vendors must abide by fair business practices, including truthful and accurate advertising. Please refer to the Company’s Anti-Corruption Policy for more specific information on compliance with these and other international business laws.
5. Environmental Compliance
We also expect our Contractors and Consultants to conduct business in an environmentally responsible way that minimizes environmental impacts. We are committed to minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.
We understand that Contractors and Consultants need to manage their personal affairs and their own business affairs. However, Contractors and Consultants should avoid conflicts of interest. A conflict of interest is when a Contractor or Consultant’s personal or business interests interfere in any way with the performance of their services. Contractors and/or Consultants should avoid even the appearance of conflicts of interest in their work with us and should immediately disclose any known family or other close personal relationships with our employees who have an influence over their engagements with us. If a Contractor or Consultant extends any business courtesies to our employees, they will do so infrequently and the courtesies must be of no more than moderate value. Contractors or Consultants will also accurately reflect their business dealings in their books and records. Contractors or Consultants will not offer or accept any form of bribery, corruption, extortion, or embezzlement nor will they make illegal payments directly or indirectly.
7. Maintenance of Records, Documents and Accounts; Financial Integrity; Public Reporting
We expect vendors to provide honest and accurate invoices. Invoices should be itemized, quote the PO number (where relevant), be supported by appropriate documentation and comply with all other requirements as set out in the relevant contract(s). Invoices may not be split to circumvent approval requirements.
Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the Securities and Exchange Commission (the “SEC”). Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. If you collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about the Company that would be important to enable stockholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures.
We strive to outperform our competition fairly and honestly. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests.
You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your services. It is a violation of the Federal Trade Commission Act to engage in deceptive, unfair or unethical practices and to make misrepresentations in connection with sales activities.
If you are involved in procurement, you have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.
9. Gifts and Entertainment
We do not anticipate that Contractors or Consultants would be in a position to be providing business gifts or entertainment as part of their role. Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Gifts and entertainment cannot be offered, provided or accepted unless consistent with customary business practices and not (a) of more than token or nominal monetary value, (b) in cash, (c) susceptible of being construed as a bribe or kickback, (d) made or received on a regular or frequent basis or (e) in violation of any laws. This principle applies to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.”
Under some statutes, such as the U.S. Foreign Corrupt Practices Act giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction.
10. Protection and Proper Use of Company Assets
All Contractors and Consultants are expected to protect our assets and ensure their efficient use. Our property, such as office supplies, computer equipment, laboratory or manufacturing supplies, and office, laboratory or manufacturing space are expected to be used only for legitimate business purposes. You may not use the Company’s corporate name, any brand name or trademark owned or associated with the Company or any letterhead stationery for any personal purpose.
You may not, while acting on behalf of the Company or while using our computing or communications equipment or facilities, either:
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access the internal computer system (also known as “hacking”) or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
- commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) or material of objectionable content in violation of applicable law, trafficking in contraband of any kind or any kind of espionage.
If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.
All data residing on or transmitted through our computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention and review by the Company, with or without an employee’s or third party’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Officer.
One of our most important assets is our confidential information. In your role as a Consultant or Contractor of the Company, you may learn of information about the Company that is confidential and proprietary. You also may learn of information before that information is released to the general public. If you have received or have access to confidential information, you should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as business plans, scientific and technical strategies, financial information, information related to the Company’s research, testing platforms and sequencing methods, data and results, designs, ideas, inventions and new developments and methods, works of authorship, trade secrets, processes, protocols, conceptions, formulas, patents, patent applications, licenses, suppliers, manufacturers, raw material and product specifications customers, market data, personnel data, personally identifiable information pertaining to our employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.
In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.
You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management). You have a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with employees of the Company, unless those employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, mobile devices, thumb drives or other data storage devices, and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas in and around our place of business. All Company emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company except where required for legitimate business purposes.
Note that this Section 11 is in addition to, and not in place of, any confidentiality agreement entered into by you or your company and the Company.
In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, such as our website privacy policy or the European Union’s General Data Protection Regulation, then you must handle that information in accordance with the applicable regulations and/or policies.
Your most immediate resource for any matter related to these Business Standards is your contact at the Company. That person may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your Company contact. In these instances, you should feel free to discuss your concerns with the Company’s Compliance Officer, who can be reached at compliance@olema.com. If your concern involves potential misconduct, you may also report that concern via the EthicsLine, a toll-free help line at 1-(877)-458-7930 and https://www.whistleblower services.com/olema.
Exhibit A
OLEMA PHARMACEUTICALS, INC.
Contractor and Consultant Business Standards
ACKNOWLEDGMENT
I hereby acknowledge that I have received, read, understand and will comply with Olema Pharmaceuticals, Inc.’s Contractor and Consultant Business Standards.
I will seek guidance from and raise concerns about possible violations of these Contractor and Consultant Business Standards
I understand that my agreement to comply with the Contractor and Consultant Business Standards does not constitute a contract of employment.
Please sign here:
Print Name:
Date:
This signed and completed form must be returned to Olema Pharmaceuticals, Inc.’s Compliance Officer within ten business days of receiving these Business Standards.