Dear IBMer,
In 2003, we undertook a global, company-wide discussion about the
values that define IBM. In addition to finding a common set of qualities
that characterize "an IBMer," we also learned something equally
important: Almost every one of us thinks our work and choices should
be determined by what we value.
This is particularly relevant to what we agree explicitly to do and not
do as individuals when conducting IBM's business. Each one of us
makes decisions that could affect our company and its reputation--
whether with one person or with millions of people.
At one level, the IBM Business Conduct Guidelines are a document of
conduct we establish for ourselves to help us comply with laws and
good ethical practices. We regularly review and update it as business
and the world at large become more complex, and as the need for
such guidelines becomes greater.
But this is not just about compliance with the law and general
standards of ethics. By establishing these guidelines and giving them
the weight of a governing document, we are acknowledging that our
choices and actions help define IBM for others. We are ensuring that
our relationships--with clients, investors, colleagues and the
communities in which we live and work--are built on trust.
In other words, the Business Conduct Guidelines are a tangible
example of our values and an expression of each IBMer's personal
responsibility to uphold them.
I hardly find it necessary to remind IBMers to "act ethically." I know
you feel as strongly as I that anyone doing otherwise does not belong
at IBM. But I do ask you to read these Business Conduct Guidelines
and commit yourself to them. In addition to establishing a baseline for
behavior throughout IBM, they provide some excellent examples of
how we live out our values as a company. They are an important part
of what it means to be an IBMer.
Sam Palmisano
Chairman, President and Chief Executive Officer
December 2007
As IBM employees, we frequently encounter a variety of ethical and legal questions. There are no shortcut formulas or automatic answers to the choices we have to make in business today; however, we should decide these questions in ways that are consistent with IBM's values. In some instances, the Business Conduct Guidelines will only be able to provide a baseline standard for our actions--but underlying these guidelines are the values we share as IBMers:
- Dedication to every client's success
- Innovation that matters--for our company and for the world
- Trust and personal responsibility in all relationships
As simple statements, our values may not provide obvious answers in
all instances, but they give--or should give--very clear reasons why we
make the choices we do. You will have many opportunities to make
such choices in situations that are not covered by these Business
Conduct Guidelines. But you will not come across a major decision at
IBM where our values would not be applicable. And because of the
values we share, you will never encounter a situation where actions
contrary to our Business Conduct Guidelines are acceptable for an
IBMer.
In IBM, the Chief Executive Officer and senior executives are
responsible for setting standards of business ethics and overseeing
compliance with these standards. It is the individual responsibility of
each IBM employee to comply with these standards.
In all instances every employee must obey the law and act ethically.
IBM's Business Conduct Guidelines provide general guidance for
resolving a variety of legal and ethical questions for employees of IBM,
including its subsidiaries and affiliates. Employees who work in
marketing and specialized areas such as government procurement and
regulatory matters (e.g., environmental, export, tax and customs)
must also comply with additional functional guidelines.
Our industry continues to undergo significant changes. As a whole,
these changes make the ways in which we do business more complex.
Because of the continuing need to reassess and clarify our practices,
the contents of these Guidelines will be kept online and updated as
required.
Each section of these Guidelines covers an area in which we have
responsibilities to IBM as employees:
- Personal conduct and protection of IBM's assets
- Obligations in conducting IBM's business with other people and
organizations
- Conflicts of interest and other considerations affecting IBM that
may arise on our own time
Because rapid changes in our industry constantly present new ethical
and legal issues, no set of guidelines should be considered the
absolute last word under all circumstances. If you have any questions
about interpreting or applying these Guidelines--or about guidelines
and procedures published by IBM or its operating units, subsidiaries or
specific functions, such as the Public Sector Guidelines--it is your
responsibility to consult your manager or IBM counsel. A violation of
any IBM guidelines can result in disciplinary action, including dismissal.
3.1 Communications channels
If you know of an unlawful or unethical situation, you should
immediately tell IBM whatever you know or have heard about it; you
can do so in one of several ways. Contacting your manager is the best
place to start, but you can also contact IBM counsel, use the
"Confidentially Speaking" program which lets you raise your concern
anonymously, if you choose, or "Open Door" to higher management.
IBM will promptly review your report of unlawful or unethical conduct,
and IBM will not tolerate threats or acts of retaliation against you for
making that report.
3.2 Personal conduct
IBM's reputation for integrity and business ethics should never be
taken for granted. To maintain that reputation, you must follow all of
IBM's Business Conduct Guidelines and exercise good judgment in
your decisions and actions. It's no exaggeration to say that IBM's
integrity and reputation are in your hands.
If IBM management finds that your conduct on or off the job adversely
affects your performance, that of other employees, or IBM's legitimate
business interests, you will be subject to disciplinary measures,
including dismissal.
3.3 Work environment
IBM strives to maintain a healthy, safe and productive work
environment which is free from discrimination or harassment based on
race, color, religion, gender, gender identity or expression, sexual
orientation, national origin, genetics, disability, age, or other factors
that are unrelated to IBM's legitimate business interests. IBM will not
tolerate sexual advances, actions or comments or racial or religious
slurs, jokes or any other comments or conduct in the workplace that
creates, encourages or permits an offensive, intimidating or
inappropriate work environment.
If you believe that you are subject to such conduct, you should let IBM
know through IBM's internal appeals process at Tie line 641-4147 or
(914) 499-4147 or on Lotus Notes at APPEALS/Armonk/IBM or through any of IBM's other communication channels. Your complaint of such conduct will be reviewed promptly. Employees who are found to have engaged in harassment or discrimination, or to have misused their
positions of authority in this regard, will be subject to disciplinary
measures, including dismissal.
Other conduct that is prohibited because of its adverse impact on the work environment includes: (1) threats; (2) violent behavior; (3) the possession of weapons of any type; (4) the use of recording devices, including videophones and Web cameras, except as approved by management and IBM Counsel; (5) the use, distribution, sale or possession of illegal drugs or any other controlled substance, except for approved medical purposes; and (6) a manager having a romantic relationship with a subordinate. In addition, employees should not be on IBM premises or in the IBM work environment if they are under the influence of or affected by illegal drugs, controlled substances used for nonmedical purposes or alcoholic beverages. Consumption of alcoholic beverages on IBM premises is only permitted, with prior management approval, for company-sponsored events.
3.4 Employee privacy
IBM and IBM authorized companies and individuals collect and
maintain personal information which relates to your employment,
including compensation, medical and benefit information. Because IBM
is a global organization with business processes, management
structures and technical systems that cross country borders, you
acknowledge that, to run its business, IBM and its authorized
companies may transfer personal information about you as an IBM
employee to any of the countries where we do business. While not all
countries have a data protection law, IBM has world-wide policies that
are intended to protect information wherever it is stored or processed.
For example, access to your personal information is restricted to
people with a need to know. Personal information is normally released
to outside parties only with employee approval, except that IBM and
authorized companies and individuals may also release personal
information to verify employment, to satisfy the legitimate
requirements of a company or other entity which is considering
acquiring some of IBM's business operations, or for appropriate
investigatory, business or legal reasons. Employees who have access
to personal information must ensure that the information is not
disclosed in violation of IBM's policies or practices.
Personal items, messages or information that you consider private
should not be placed or kept anywhere in the IBM workplace, such as
in telephone systems, office systems, electronic files, desks,
credenzas, lockers, or offices. IBM management has the right to
access those areas and any other IBM furnished facilities. Additionally,
in order to protect its employees and assets, IBM may ask to search
an employee's personal property, including briefcases and bags,
located on or being removed from IBM locations; the employee is
expected to cooperate with such a request. Employees, however,
should not access another employee's work space, including electronic
files, without prior approval from management.
3.5 Protecting IBM's assets
IBM has a large variety of assets. Many are of great value to IBM's
competitiveness and success as a business. They include our physical
assets and our extremely valuable proprietary information, such as
IBM's intellectual property and IBM confidential information.
Protecting all of these assets is critical. Their loss, theft or misuse
jeopardizes the future of IBM.
You are personally responsible for protecting IBM property entrusted
to you, including IBM property that you have been authorized to
provide to other IBM employees or contract personnel, and for helping
to protect the company's assets in general. To do this, you should be
aware of and understand IBM's security procedures. You should be
alert to any situations or incidents that could lead to the loss, misuse
or theft of company property. You should report all such situations to
the security department or your manager as soon as they come to
your attention.
What types of assets should you be concerned about protecting? And
what are your responsibilities in this regard?
3.5.1 Physical assets
IBM's physical assets, such as equipment, systems, facilities, corporate
charge cards and supplies, must be used only for conducting IBM's
business or for purposes authorized by management.
3.5.2 IBM information and communication systems
IBM's information and communication systems, including IBM
connections to the Internet, are vital to IBM's business; you should
only use them for appropriate purposes. You can use them for
conducting IBM business or for other incidental purposes authorized by
your management or by applicable IBM guidelines. It is inappropriate
to use IBM systems to visit Internet sites that feature sexual content,
gambling, or that advocate intolerance of others. It is also
inappropriate to use them in a manner that interferes with your
productivity or the productivity of others. You are responsible to
ensure that your use of IBM systems is appropriate; inappropriate use
of IBM systems is a misuse of IBM assets.
3.5.3. IBM proprietary information
IBM proprietary information is any information that is owned by IBM,
including information in IBM databases. Much, but not all, IBM
proprietary information is confidential. It may also be subject to
copyright, patent or other intellectual property or legal rights. IBM
proprietary information includes such things as: IBM's technical or
scientific information relating to current and future products, services
or research; business or marketing plans or projections; earnings and
other financial data; personnel information including executive and
organizational changes; and software in object or source code form.
IBM's proprietary information is the result of the ideas, hard work, and
innovation of many of your fellow employees and of substantial
investments by IBM in planning, research and development. This
information, particularly IBM confidential information, gives IBM a
competitive advantage in the marketplace, and IBM would be damaged
if its competitors discovered it.
The value of IBM's proprietary information is well known not only to
IBM's competitors but also to others in the industry, such as security
analysts, journalists, and consultants. IBM would be harmed by
unauthorized disclosures of its proprietary information to, or the
unauthorized use of that information by, any of those people. For
example, unauthorized disclosure of an unannounced IBM product can
hurt IBM by giving competitors more time to match our product.
Another example is unauthorized disclosure of a proposed or an
unannounced executive or organizational change which can adversely
affect employee morale and can interfere with IBM's plans.
As an IBM employee, you will have access to information that IBM
considers proprietary. Given the widespread interest in IBM and the
increasingly competitive nature of the industry, you will probably come
into contact with someone who is interested in acquiring IBM
proprietary information. It is critical that you do not disclose or
distribute that information except as authorized by IBM and that you
follow all IBM safeguards for protecting that information.
3.5.3.1 Inadvertent disclosure
You should be careful to avoid the inadvertent disclosure of IBM
proprietary information.
To avoid inadvertent disclosure, never discuss with any unauthorized
person proprietary information that IBM considers confidential or which
IBM has not made public. Furthermore, you should not discuss such
information even with authorized IBM employees if you are in the
presence of others who are not authorized--for example, at a trade
show reception or in a public area, such as an airplane, or when using
a cellular or wireless telephone or an electronic bulletin board or
database. You should also not discuss such information with family
members or with friends, who might innocently or unintentionally pass
the information on to someone else.
Finally, keep in mind that a harmful disclosure may start with the
smallest leak of bits of information. Fragments of information you
disclose may be pieced together with fragments from other sources to
form a fairly complete picture.
3.5.3.2 Direct requests for information and contacts with the media, analysts, attorneys and others
IBM's business activities are monitored closely by journalists, consultants and securities analysts. You should not initiate contact with these individuals or groups or respond to their inquiries without authorization as follows:
- Journalists - IBM Communications
- Consultants - IBM Analyst Relations or IBM PartnerWorld
- Securities or Financial Analysts - IBM Investor Relations
- Attorneys - IBM Counsel
Similarly, if you receive a request for information on IBM's business
from an investigator or law enforcement official, you should refer the
request to IBM counsel; requests from government officials or agencies should be referred to IBM Governmental Programs or IBM counsel. If you do not know what functional area a questioner should be referred to, ask your manager.
3.5.3.3 Using proprietary information
Besides your obligation to protect IBM proprietary information from
unauthorized disclosure or distribution, you are also required as an
employee to use such information only in connection with IBM's
business and only as authorized by IBM management. This obligation
applies whether or not you developed the information yourself, and it
applies by law in virtually all countries where IBM does business.
3.5.4 IBM Intellectual Property rights
When you joined IBM, you were required to sign an agreement under
which you, as an employee of IBM, assumed specific obligations
relating to intellectual property as well as the treatment of confidential
information. Among other things in the agreement, you assign to IBM
all of your right, title, and interest in intellectual property you develop
when you are employed in certain capacities, such as a managerial,
technical, product planning, programming, scientific or other
professional capacity. The intellectual property you assign includes
such things as ideas, inventions, computer programs and documents
which relate to IBM's actual or anticipated business, research or
development or that are suggested by, or result from, work or tasks
you perform for, or on behalf of, IBM. Subject to the laws of each
country, this obligation applies no matter where or when--at work or
after hours--such intellectual property is created. That intellectual
property must be reported to IBM, and the property must be protected
like any other proprietary information of the company. However, if you
believe that your idea, invention, computer program, or other material
neither falls within the area of IBM's actual or anticipated business
interests, nor resulted from, nor was suggested by, any of your work
assignments in IBM, you should discuss it with your local intellectual
property law department. Throughout your IBM employment, you
should seek advice and direction from your local intellectual property
law department before you file for a patent. You should provide that
department with copies of any patent you have applied for or
obtained.
3.5.4.1 Participation in external standards organizations
Before you participate or commit IBM in any external standards
activity, you must receive management approval and the advice of
IBM Intellectual Property (IP) Counsel. You will need to understand
your responsibility to protect IBM’s intellectual property (especially
when making a contribution to an organization), to submit to IBM your
standards-related inventions as you do other inventions, to avoid
conflicts of interest, to comply with antitrust and other laws, and to
understand the commitments you and IBM have to the standards
organization.
3.5.4.2 Open Source Software
You should understand that there is wide variation in Open Source
licenses and the obligations you and IBM may have under those
licenses. Involvement with Open Source Software may potentially lead
to a conflict of interest with IBM and the inappropriate transfer of
IBM's Intellectual Property rights. Employees involved with or who
want to use Open Source Software are required to consult with their
management and to comply with IBM's Open Source participation
requirements on http://ltc.linux.ibm.com/open_source/ospg.html.
3.5.5 Leaving IBM
If you leave the company for any reason, including retirement, you
must return all IBM property, including documents and media which
contain IBM proprietary information, and you may not disclose or use
IBM proprietary information, including IBM confidential information.
Also, IBM's ownership of intellectual property that you created while
you were an IBM employee continues after you leave the company.
3.5.6 Legal remedies
Regrettably, there have been significant cases in which IBM's physical
or intellectual property assets have been wrongfully taken or misused.
In some of these instances, IBM has not limited its response to
disciplinary action against offending employees, but has taken legal
action as well. Also, a number of individuals, including former IBM
employees, have been prosecuted for their actions by government
authorities and convicted of crimes for their part in stealing IBM
assets.
IBM will continue to take every step necessary, including legal
measures, to protect its assets.
3.6 Recording, reporting, and retaining information
You must record and report all information accurately and honestly.
Every employee records information of some kind and submits it to the
company. For example: an engineer fills out a product test report; a
sales representative reports orders; an accountant records revenues
and costs; a scientist prepares a research report; and, a client
engineer completes a service call report. As another example,
employees who are required to record hours worked must record them
accurately, and those eligible for overtime must record all hours
worked including all overtime hours, which must be management
approved in line with IBM guidelines. Each employee must accurately
and honestly fill in reports.
One very important report that many employees use is the expense
account. Employees are entitled to reimbursement for reasonable
expenses--but only if those expenses were actually incurred. To
submit an expense account for meals not eaten, miles not driven,
airline tickets not used or for any other expense not incurred is
dishonest reporting and is prohibited.
Under various laws, such as the Tax Laws or the Foreign Corrupt
Practices Act, IBM is required to maintain books and records reflecting
IBM's transactions. It is essential that these books and records are
accurate. Regardless of whether reporting is required by law,
dishonest reporting within IBM, for example to IBM management or
IBM auditors or during an internal investigation, or to organizations
and people outside the company, such as external auditors, is strictly
prohibited. This includes not only reporting information inaccurately
but also organizing it in a way that is intended to mislead or misinform
those who receive it. Employees must ensure that they do not make
false or misleading statements in external financial reports,
environmental monitoring reports and other documents submitted to
or maintained for government agencies, or status reports on contracts,
particularly in situations where IBM is selling goods or providing
services to a government client. Dishonest reporting can lead to civil
or even criminal liability for you or IBM.
Employees must also comply with the IBM guidelines in the IBM
Worldwide Records Management Plan in their retention and disposal of
IBM documents. The Plan applies to information in any media,
including both hard copy and electronic records such as e-mail. It
requires that information defined as "essential" must be retained in a
recoverable format for the duration of its assigned retention period.
Information that is not essential or whose retention period has expired
should be disposed of as soon as possible, unless it is subject to a hold
order issued by IBM counsel.
3.7 Authority to make IBM commitments
IBM's management system and contracting processes are designed to
help IBM protect its assets and to provide the appropriate controls
needed for IBM to run its business effectively with IBM clients, IBM
Business Partners, IBM suppliers and other third parties. Within these
processes, well defined authority for pricing and certain other contract
terms and conditions may have been delegated to certain
organizations and to line management. Making business commitments
outside of these processes, through side deals or otherwise, is not
acceptable. To be clear, you should not make any oral or written
commitments that create a new agreement or that will modify an
existing IBM agreement with a third party without approval, consistent
with delegation levels, from the appropriate IBM organizations, such as
Finance, Legal, the Contracts and Negotiations teams, Procurement or
line management. In addition, all such commitments must have
visibility to IBM Accounting to help ensure the accuracy of IBM's books
and records. If you have any questions about a specific situation with
a client or Business Partner, you can contact your local IBM Finance or
IBM Legal representatives; if you have questions about a procurement
arrangement, you can contact your local Procurement representative.
You must be ethical and lawful in all of your business dealings whether
you are selling, buying or representing IBM in any other capacity.
Today IBM is engaged in a variety of business relationships with other
companies and organizations, including authorized business partners,
alliance companies and original equipment manufacturers. No matter
what type of organization you are dealing with or what its relationship
is to IBM, you should always observe the following general standards.
4.1 Avoiding misrepresentation
Never make misrepresentations or dishonest statements to anyone. If
you believe that the other person may have misunderstood you,
promptly correct any misunderstanding. Honesty based on clear
communication is integral to ethical behavior. The resulting
trustworthiness is essential to forming and maintaining sound, lasting
relationships.
4.2 Dealing with suppliers
In deciding among competing suppliers, we weigh the facts impartially
to determine the best supplier. You should do so whether you are in a
purchasing job, a local office or any other part of the business--and
whether you are buying millions of parts or just a few, or contracting
for a small repair job or any other service.
Whether or not you are in a position to influence decisions involving
the evaluation or selection of suppliers, you must not exert or attempt
to exert influence to obtain "special treatment" for a particular
supplier. Even to appear to do so can undermine the integrity of our
established procedures. IBM uses a competitive evaluation process to
select the best suppliers. Prices and other information submitted by
suppliers and IBM's evaluation of that information are confidential to
IBM. Employees and former employees may not use any of this
information outside of IBM without written permission from
management. It is essential that suppliers competing for IBM's
business have confidence in the integrity of our selection process.
4.2.1 Avoiding reciprocal dealing
Seeking reciprocity is contrary to IBM policy and may also be unlawful.
You should not tell a prospective supplier that your decision to buy its
goods or services is conditioned on the supplier's agreement to buy
IBM products or services.
This does not mean that an IBM client cannot be an IBM supplier or
that IBM can never consider its other relationships with the supplier
when it is evaluating the supplier. It simply means that IBM's decision
to buy goods and services from a supplier must be made
independently from that supplier's decision to buy IBM products and
services.
4.3 Competing in the field
IBM will compete vigorously for business. If circumstances require
modified pricing or service terms, the modifications must be
specifically approved by the appropriate level of management. Never
extend any modified service or contract terms to any client without
prior authorization.
If you are performing a marketing or service activity, IBM expects you
to compete not just vigorously and effectively, but lawfully and
ethically as well.
4.3.1 Avoiding false and misleading statements about competitors
It is IBM's policy to sell products and services on their merits. False or
misleading statements and innuendoes about competitors, their
products or their services are improper. Such conduct only invites
disrespect from clients and complaints from competitors.
Be sure that all comparisons to competitors and their products and
services are substantiated, and that they are complete, accurate and
not misleading whenever they are made. Certain countries prohibit
comparative advertising. Advice on this subject is available from your
local IBM counsel.
4.3.2 Selling against competitive orders
If a competitor already has a firm order (a legally enforceable
contract) from a client for the competitor's product or service, it is IBM
practice not to market competing IBM products or services to that
client until the competitor's product is installed, the service is
performed or the firm order is cancelled.
What is a "firm order"? Letters of intent, free trials, conditional
agreements and similar arrangements usually are not considered firm
orders; unconditional contracts are. Generally, if a firm order does not
exist, you may sell to the client. However, this is a complicated
subject, and as a result it is often difficult to determine if a firm order
actually exists. When a situation is unclear, seek advice from IBM
counsel.
4.4 Relationships with other organizations
Frequently, other organizations have multiple relationships with IBM. A
distributor may be both an end user and a competitor. Another
organization may be an IBM supplier and client at the same time. A
few organizations may even be suppliers, competitors, distributors and
end users of IBM products. IBM also has relationships with many other
types of organizations that continue to emerge in our industry, such as
leasing companies, software houses, banks and other financial
institutions, original equipment manufacturers, maintenance
companies, systems integrators, third-party programmers and others
who compete with, buy from, or sell to, IBM. In any dealings, it is
important that you understand each one of the relationships involved,
and act accordingly.
4.4.1 Complementary third parties
IBM has various relationships with complementary third parties, such
as IBM Business Partners and reference organizations, to help IBM
market and install IBM solutions. If your responsibilities bring you into
contact with these third parties, you must follow the applicable sales,
marketing and services guidelines that describe the appropriate
conduct for dealing with them. In addition to their complementary
offerings, some of these third parties market products or services that
compete with IBM. When such a situation arises, you must exercise
caution and follow established guidelines for dealing with competitors.
4.4.2 Business contacts with competitors
It is important to recognize when a company you are dealing with, as
a supplier or a client, is also an IBM competitor. Such relationships
require extra care. It is inevitable that you and competitors will, from
time to time, meet, talk and attend the same industry or association
meetings. Many of these contacts are perfectly acceptable as long as
established procedures are followed. Acceptable contacts include: sales
to other companies in our industry and purchases from them;
approved participation in joint bids; and attendance at business shows,
standards organizations and trade associations. But even these
contacts require caution. If in doubt, you should seek advice from IBM
counsel.
4.4.3 Prohibitions
In all contacts with competitors, do not discuss pricing policy, contract
terms, costs, inventories, marketing and product plans, market
surveys and studies, production plans and capabilities--and, of course,
any other proprietary or confidential information.
Discussion of these subjects or collaboration on them with competitors
can be illegal. If a competitor raises any of them, even lightly or with
apparent innocence, you should object, stop the conversation
immediately, and tell the competitor that under no circumstances will
you discuss these matters. If necessary, you should leave the meeting.
In summary, disassociate yourself and IBM from participation in any
possibly illegal activity with competitors; confine your communication
to what is clearly legal and proper. Finally, report immediately to IBM
counsel any incident involving a prohibited subject.
4.5 Acquiring and using information about others
In the normal course of business, it is not unusual to acquire
information about many other organizations, including competitors.
Doing so is a normal business activity and is not unethical in itself. In
fact, IBM quite properly gathers this kind of information for such
purposes as extending credit and evaluating suppliers. The company
also collects information on competitors from a variety of legitimate
sources to evaluate the relative merits of its own products, services,
and marketing methods. This activity is proper and necessary in a
competitive system.
There are, however, limits to the ways that information should be
acquired and used, especially information about competitors. No
company should use improper means to acquire a competitor's trade
secrets or other confidential information. Illegal practices such as
trespassing, burglary, wiretapping, bribery and stealing are obviously
wrong; so is attempting to acquire a competitor's confidential
information by hiring the competitor's employees. Improper solicitation
of confidential data from a competitor's employees or from IBM clients
is wrong. IBM will not tolerate any form of questionable intelligencegathering.
Information about other companies should be treated with sensitivity
and discretion. Such information is often about individuals. Other
companies are rightly concerned about their reputations and the
privacy of their people.
In addition, individuals, such as consumers and the employees of
clients, business partners and suppliers, are also concerned about their
privacy, especially now that Internet use has become so widespread.
IBM remains dedicated to protecting the privacy of personal
information of others. IBM will only collect, use, process, and disclose
an individual's personal information in accordance with IBM's privacy
policies and guidelines, including IBM's e-mail guidelines.
When working with sensitive information about other companies and
individuals, you should use that information in the proper context and
make it available only to other IBM employees with a legitimate need
to know. In presenting such information, you should disclose the
identity of the organization or individuals only if necessary. If
disclosure is not necessary, you should present the information in the
aggregate or by some other means.
4.6 Information owned by others
Other organizations, like IBM, and some individuals have intellectual
property, including confidential information, they want to protect. They
are sometimes willing to disclose and allow others to use their
proprietary information for a particular purpose. If you receive another
party's proprietary information, you must proceed with caution to
prevent any accusations that IBM misappropriated or misused the
information.
4.6.1 Receiving information that may be confidential or have restrictions on its use
To avoid the risk of IBM being accused of misappropriating or misusing
someone's confidential or restricted information, there are certain
steps you must take before receiving such information. The receipt of
confidential or restricted information (whether oral, visual or written)
must not take place until the terms of its use have been formally
agreed to by IBM and the other party in a written agreement approved
by IBM counsel. Furthermore, unless otherwise delegated, an
appropriate IBM executive must approve the receipt of another's
confidential or restricted information. Once another party's confidential
or restricted information is properly in your hands, you must not use,
copy, distribute or disclose that information unless you do so in
accordance with the terms of the agreement.
In any case, do not take the status of information for granted. If you
have information in your possession that you believe may be
confidential to a third party or may have restrictions on its use, you
should consult immediately with IBM counsel.
4.6.2 Acquiring software
Special care should be taken in acquiring software from others. As
intellectual property, software is protected by copyright, and may also
be protected by patent or trade secret laws. Software includes
computer programs in "beta" or finished form, databases and related
documentation. The software may be on any tangible media, such as
print-outs, DVDs, CD-ROMs or diskettes, or it may be accessible
electronically through a network from sources such as online
databases, bulletin boards, or Web sites. Before you accept software,
access software or data on a network, or accept a license agreement,
you must follow established procedures which may include a review
with IBM counsel. The terms and conditions of any license agreement--
such as provisions not to copy or distribute programs--must also be
strictly followed. If you acquire software for your personally owned
equipment, you should not copy any part of such software in any
development work you do for IBM, place such software on any IBM owned computer system, or generally bring such software onto IBM
premises. This includes any copies of software which reside on any
electronic online bulletin boards or databases.
If there is a question of ownership or license rights to software, you
should consult your manager before you distribute the software in IBM
through any distribution channel, including electronic channels such as
conferencing disks or e-mail. Your manager may consult IBM counsel.
It is your responsibility to make sure that all third party software you
are using is appropriately licensed and that you use it only in
accordance with the terms of its license.
4.7 Using trademarks
IBM and many other companies have trademarks--words, names,
symbols or devices--that are used to identify and distinguish the
company's products. Some trademarks are registered in the U.S.
Patent and Trademark Office; others are not. For example, the block
plain letters "IBM" and the IBM striped logotype are registered
trademarks of IBM Corporation, indicated by an "(R)". There are other
trademarks of IBM which are not registered, for example, MVS. Its
trademark status is indicated by "TM". There may be additional or
different trademark designations outside of the U.S.
In all countries, it is important that you properly acknowledge and use
IBM trademarks and the trademarks of other companies. Specifically,
you should always ensure that the trademark is spelled correctly and
written the way the owner of the trademark writes it. You should not
use the trademark as a generic name and should use the trademark
only as an adjective. For example, it would be proper to say
WebSphere software, but not "WebSphere". Also, you should indicate
the first time the trademark is mentioned in a publication that it is a
trademark of IBM.
You should consult your local intellectual property law department if
you have questions on the proper use of a trademark.
4.8 Bribes, gifts and entertainment
Gifts offered by employees of different companies vary widely. They
can range from widely distributed advertising novelties of nominal
value, which you may give or accept, to bribes, which you
unquestionably may not give or accept.
Gifts include not only material goods, but also services, promotional
premiums and discounts.
The following are IBM's general guidelines on giving and receiving gifts
and business amenities. Under these guidelines, senior executive
management may also approve giving or receiving higher value gifts
and business amenities provided the gifts and business amenities are
not prohibited by law or known client, Business Partner, or supplier
business practice.
4.8.1 Business amenities
With management approval, you may give or accept customary
business amenities, such as meals and entertainment, provided the
expenses involved are kept at a reasonable level and are not
prohibited by law or known client, Business Partner, or supplier
business practice. For example, suppliers, including IBM, frequently
find it appropriate to provide education and executive briefings for
their clients. It is all right to provide or accept some services in
connection with this type of activity, such as transportation in IBM's or
a supplier's airplane, and food and lodging, if you have management
approval.
4.8.2 Receiving gifts
Neither you nor any member of your family may solicit or accept from
a client, Business Partner, or supplier money or a gift that could
influence or could reasonably give the appearance of influencing IBM's
business relationship with that organization. However, unless IBM has
specified to the contrary, you may accept promotional premiums and
discounts offered by transportation companies, hotels, auto rental
agencies and restaurants if they are based upon membership in bonus
programs for individuals and are offered to travelers generally.
Furthermore, you may accept a gift of nominal value, such as an
advertising novelty, when it is customarily offered to others having a
similar relationship with the client, Business Partner, or supplier. If you
have any doubts about a particular situation, you should consult your
manager.
If you are offered a gift which has more than nominal value or which is
not customarily offered to others, or money, or if either arrives at your
home or office, tell your manager immediately. Appropriate
arrangements will be made to return or dispose of what has been
received, and the supplier or client will be reminded of IBM's gift
policy.
4.8.3 Referral fees
When authorized by IBM, you may refer clients to third party vendors
such as IBM authorized remarketers, IBM authorized assistants, third
party software organizations or financing institutions. However, IBM
employees may not accept any fee, commission, or other
compensation for this activity from anyone except IBM.
4.8.4 Giving gifts You may not give money or any gift to an executive, official or
employee of any client, Business Partner, supplier or any other
organization if doing so would influence or could reasonably give the
appearance of influencing the organization's relationship with IBM. You
may, however, provide a gift of nominal value, such as an IBM
advertising novelty, if it is not prohibited by law or the organization's
known business practices.
4.8.5 Relationships with government employees
Acceptable practices in the commercial business environment, such as
providing education, transportation, meals, entertainment or other
things of value, may be entirely unacceptable, and may even violate
certain federal, state, local or foreign laws and regulations, when we
are dealing with government employees or those who act on the
government's behalf. Therefore, you must be aware of, and adhere to,
the relevant laws and regulations governing relations between
government employees and clients, Business Partners, and suppliers in
every country where you conduct business. You should contact IBM
Governmental Programs or IBM counsel for guidance.
You must not give money or a gift to an official or an employee of a
governmental entity if doing so could be reasonably construed as
having any connection with IBM's business relationship. U.S. and
foreign laws often prohibit such actions: for example, the Foreign
Corrupt Practices Act (FCPA), a U.S. law, makes it a crime to pay
money or to give anything of value to a foreign official to assist the
company or another to obtain or retain business with the government,
whether the improper payment or gift is made directly by a company
or indirectly through someone acting for the company. Any proposed
payment or gift to a foreign official, political party or candidate must
have prior review by local IBM counsel, even if such payment is
common in that country. Keep in mind that foreign officials, under the
FCPA, can include executives and employees of government-owned
corporations, universities, and other entities. Always ask if you have
some doubt regarding government ownership.
In countries where local customs call for giving gifts to clients or
others on special occasions, you may, with prior approval from
management and IBM counsel, present gifts that are lawful,
appropriate, and of nominal value, provided the action cannot be seen
as seeking special favor.
Furthermore, certain legal or ethical restrictions may exist with respect
to the hiring by IBM of current or former employees of the government
or their family members. You should consult with IBM management
and IBM counsel before any attempts, even preliminary discussions,
are made to hire any such persons.
4.8.6 Public official and campaign visits, speaking engagements and honoraria
IBM encourages public officials to make non-partisan visits to IBM
locations to better understand our products, programs and our views
on public policy issues. However, such visits should not be permitted
within 60 days preceding an election in which the official is a
candidate. Political campaigning is not allowed on IBM property. Any
exceptions must be approved by IBM Governmental Programs.
Likewise, public officials, candidates and prominent former officials
may request or be invited to speak at various IBM events. We
generally do not pay honoraria or travel expenses since in many
instances such a payment would not be lawful. You must get the
approval of IBM Governmental Programs and IBM counsel before
inviting these speakers.
4.9 Complying with laws
IBM's policy is to comply with all laws and regulations that apply to its
business. As you conduct IBM's business, you may encounter a variety
of legal issues, particularly in the areas described below. If you have
questions on specific laws or regulations, contact IBM counsel.
4.9.1 Competition
Laws governing competition exist in most of the industrialized
countries in which IBM does business. The purpose of competition
laws, which also may be known as antitrust, monopoly, fair trade or
cartel laws, is to prevent interference with the functioning of a
competitive market system. While the purpose of such laws is
primarily economic, their effect is often seen as going beyond
consumer welfare to protecting other values of society, including
individual freedoms.
Under these laws, companies may not enter into agreements with
other companies, including their distributors and remarketers, however
informally, that unreasonably restrict the functioning of the
competitive system, such as price fixing or dividing clients or
territories.
Companies also may violate competition laws without acting jointly
with other companies by, for example, illegally monopolizing or
attempting to monopolize an industry or unlawfully abusing a
dominant position.
IBM's policy is to comply fully with competition laws throughout the
world. You can help by adhering to all of IBM's business conduct
guidelines, by being sensitive to legal concerns under competition
laws, and by raising any such concerns with IBM counsel.
4.9.2 Export
IBM is truly a global business, with relationships in most of the world's
countries. IBM technology in the form of products, services, and
technical data relating to the design, production and use of those
products and services is subject to both U.S. and non-U.S. export laws
and regulations. Before IBM products and technical data can be
exported, reexported, or shipped outside of the U.S. or another
country, IBM must obtain an export authorization from the U.S. and
any applicable non-U.S. government.
You should be aware that your actions may have export implications.
Export laws apply to: all international transactions, including
international intercompany ones and ones where the recipient is a
non-U.S. person located in the U.S.; transactions with clients,
suppliers, and original equipment manufacturers; and when we use
Business Partners, alliance partners or agents to complete a delivery
or provide a service--any relationship where IBM will be involved with
the export, reexport, or delivery outside of the U.S. or a non-U.S.
country of hardware, components, software, technical data, and
technical assistance.
Export laws cover more than just physical shipments. They also cover
electronic transfers of technical data, software or technology, or the
provision of services over the Internet, an extranet or an intranet;
application development and delivery; e-business and e-services
activities; travel outside the United States with IBM products or
technology; providing technical specifications and performance
requirements to suppliers for procurement from non-U.S. sources; and
the application of personal knowledge (technical assistance) abroad--
all involve activities that are subject to U.S. and other country export
laws.
It is against the law to engage in export activities without
authorization or to facilitate the unauthorized transfers of IBM
technology. Penalties for failure to comply with export laws are severe
and can result in fines, loss of export privileges and imprisonment. If
you have questions on export-related issues, talk with your manager
or your local Export Regulation Coordinator or contact the IBM CHQ
Export Regulation Office (w3.ibm.com/chq/ero).
4.9.3 Antiboycott
U.S. law prohibits IBM and its subsidiaries and affiliates and their
agents from complying with or supporting a foreign country's boycott
of a country which is "friendly" to the United States. IBM is also
required to report promptly to the U.S. Government any request to
support a boycott or to furnish information concerning a boycott. A
foreign country or an entity associated with the country could make
such a request in a bid invitation, purchase |
