BUSINESS CONDUCT, COMPLIANCE AND ETHICS PROGRAM

Supplier Expectations

Novation expects that its contracted and prospective suppliers will comply with the spirit of these Standards of Business Conduct, as well as all applicable laws and regulations, in all facets of their business relationship with Novation, the Alliances (VHA, UHC and Provista) and members. In addition, suppliers are expected to:

• Execute Novation’s supplier certification form acknowledging their receipt and understanding of these Standards and certain key Policies and Procedures.
• Refrain from giving, offering, accepting or soliciting anything that can be construed as a bribe, kickback or other illegal or unethical payment with respect to business arrangements between Novation and the supplier.
• Comply with Novation’s Business Meals and Entertainment and Gift Policies and Procedures in their dealings with Novation employees.
• Honor the terms, conditions and spirit of all agreements with Novation, the Alliances and members.
• Maintain the confidentiality of Novation’s, the Alliances’ and members’ confidential information, including but not limited to contract terms and supply chain data.
• Honor the intellectual property rights of Novation, the Alliances and members, and refrain from infringing upon any of their respective trademark, service mark, copyright or other intellectual property rights.
• Submit timely and accurate reports regarding transactions with Novation, the Alliances and members, including sales and administrative fee reports.

Novation has established programs designed to ensure that members have access to new and innovative technology, as well as the ability to contract with diverse suppliers. Suppliers are expected to support these initiatives.

To ensure that contracted and prospective suppliers have the ability to voice concerns regarding Novation’s contracting process, Novation has implemented a vendor grievance policy. In addition, the Novation Legal and Compliance Departments are available to address supplier questions and concerns.

These supplier expectations should not be considered exclusive. Novation expects that its contracted suppliers will conduct themselves with the highest business integrity and ethics in their dealings with Novation, the Alliances and members.