Dell Code of Conduct

www. dell. com Dell’s Higher Standard To the Global Dell Team: Dell’s success is built on a foundation of personal and professional integrity. We hold ourselves to standards of ethical behavior that go well beyond legal minimums. We never compromise these standards and we will never ask any member of the Dell team to do so either. We owe this to our customers, suppliers, shareholders and other stakeholders. And we owe it to ourselves because success without integrity is essentially meaningless.

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Our higher standard is at the heart of what we know as The Soul of Dell – the statement of the values and beliefs which define our shared global culture. This culture of performance with integrity unites us as a company that understands and adheres to our company values and to the laws of the countries in which we do business. Just as The Soul of Dell articulates our values and beliefs, the following Code of Conduct provides guidance to ensure we meet our higher standard and conduct business the Dell Way – the right way; which is “Winning with Integrity. Simply put, we want all members of our team, our shareholders, customers, suppliers and other stakeholders to understand that they can believe what we say and trust what we do. Our higher standard includes several key components and characteristics that both underpin The Soul of Dell and provide the foundation for our Code of Conduct. • Trust. Our word is good. We keep our commitments to each other and to our stakeholders. • Integrity. We do the right thing without compromise. We avoid even the appearance of impropriety. Honesty. What we say is true and forthcoming – not just technically correct. We are open and transparent in our communications with each other and about business performance. • Judgment. We think before we act and consider the consequences of our actions. • Respect. We treat people with dignity and value their contributions. We maintain fairness in all relationships. • Courage. We speak up for what is right. We report wrongdoing when we see it. • Responsibility. We accept the consequences of our actions.

We admit our mistakes and quickly correct them. We do not retaliate against those who report violations of law or policy. All of us – regardless of grade level, position or geographic location – should base our daily actions and conduct on these standards, which support The Soul of Dell and our ultimate success. Thank you for your commitment to our Code of Conduct and to maintaining Dell’s higher standard. Michael Contents Introduction to the Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Personal Conduct and Our Work Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 • Diversity, Equal Opportunity and Respect • Violence, Threats and Weapons • Alcohol and Illegal Drugs • Solicitation and Distribution by Employees and Third Parties • Employee Privacy • Health and Safety Financial Statement Integrity and Company Records . . . . . . . . . . . . . . . . . . . . . . . . . 6 Conflicts of Interest and Personal Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 • Secondary Employment and Outside Business Ventures • Memberships on Corporate Boards or Advisory Committees • Financial Interests in Other Companies • Insider Trading • Theft and Fraud Gifts and Other Business Courtesies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 • Giving or Accepting Business Courtesies • Anti-Corruption Laws and Business Courtesies to Government Officials/Customers Use of Company Assets and Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 • Information and Technology Resources • Software and Hardware Licensing • Travel and Entertainment • Political Contributions and Activities • Charitable Contributions • Confidential Information Dealing with Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 • Human Rights • Contracting with Others • Sales and Marketing • Customer Privacy • Commitment to the Environment • Speaking on Behalf of Dell • Dealing with Competitors • International Trade Import and Export Control • Government Contracts and Relations Raising/Resolving Issues and Concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 • Open-Door Policy • Raising Concerns or Reporting Violations • Internal Investigations • Ethics Committees and Offices Conclusion and Certificate of Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 2 Introduction to the Code of Conduct Our Code of Conduct, “Winning with Integrity,” provides general guidance to all Dell employees and assists us in carrying out our daily activities in accordance with both the letter and the spirit of applicable laws and with Dell’s higher standard.

This is a global Code, and adherence to the guidance in this document is required of all Dell employees around the world. The Code cannot answer every question or address every possible situation. Consequently, various corporate and regional policies containing detail and specificity beyond the scope of this Code may be found on www. inside. dell. com or the corporate intranet in each of our global regions. Employees should familiarize themselves with and adhere to all applicable policies and procedures.

If any provision of this Code or Dell policy conflicts with local law or regulations, the one with the higher standard will apply, except in cases where doing so would cause non-compliance with local law. If you have questions about a Code provision or are unclear about a particular course of action, you should use the many resources that are available to you for assistance. • Global Ethics Web site (http://inside. dell. com/ethics) – Provides specific guidance for common situations and answers to frequently asked questions. • Ethics office in your region – Available to answer specific questions regarding the Code. Dell’s Ethics Helpline – 1-888-888-9975. A 24-hour toll-free telephone service through which you can raise concerns anonymously (please check the Global Ethics Web site for your Ethics Helpline local calling prefix or contact your local Ethics office). You may also discuss issues, concerns or raise questions to your management team, Human Resources representatives, the legal team or the Office of the Ombuds (where available). All employees are responsible for understanding and complying with the Dell Code of Conduct and all applicable Dell policies.

Failure to abide by the Code or other Dell policies may result in disciplinary action up to and including termination of employment. In addition, Dell expects that anyone acting as its agent will adhere to the same higher standard as Dell employees while acting on Dell’s behalf. Therefore, temporary workers, independent contractors and consultants providing services for Dell will be provided with a copy of this Code and must agree to abide by all applicable laws and all pertinent provisions of this Code in connection with their work for Dell.

The Audit Committee of the Dell Board of Directors must approve in advance any waiver of or amendment to any provision of Dell’s Code of Conduct. 3 Personal Conduct and Our Work Environment Diversity, Equal Opportunity and Respect Dell values the diversity of its workforce. Dell’s approach to diversity is defined by inclusiveness, respect and fostering a culture that allows each individual to contribute to his or her fullest potential. Dell is committed to the principle of equal employment opportunity for all employees and to providing employees with a work environment free of discrimination and harassment, including sexual harassment.

All employment decisions at Dell are based on company needs, job requirements and individual qualifications, without regard to legally protected characteristics such as race, color, religion, national origin, sex (including pregnancy), age, disability, HIV status, sexual orientation, gender identity, marital status, past or present military service or any other status protected by the laws or regulations in the locations where we operate. Dell will not tolerate discrimination based on any of these characteristics, nor harassment of any of our employees. Dell employees should report discrimination, harassment, retaliation or other inappropriate conduct directed at themselves or others. Reports of such incidents should be made to your management, Human Resources representative or the Ethics office. All such reports will be investigated promptly and appropriate corrective action will be taken. No employee who makes good faith reports of discrimination, harassment, retaliation or other inappropriate conduct will be subjected to reprisal or damage to their career, reputation or employment at Dell. perating Dell property (including company vehicles) or engaging in Dell business. Employees also may not perform work for Dell or operate company vehicles or other equipment while under the influence of alcohol or illegal drugs. 5 Solicitation and Distribution by Employees and Third Parties To prevent disruption of work activities and to promote a safe and productive work environment, Dell corporate and regional policies may restrict the time, place and manner in which Dell employees or third parties solicit or distribute literature to Dell employees on Dell premises or using Dell information technology resources.

Refer to the applicable corporate or regional policy for details regarding these restrictions. Violence, Threats and Weapons The safety of our employees is extremely important to Dell. Dell employees are prohibited from engaging in violence or other deliberate acts intended to harm another person or his/her property. Similarly, Dell employees must not make threatening or menacing comments, or behave in such a way that may threaten the personal safety or property of another person.

Violence or threats of violence should immediately be reported to Dell Security. Dell prohibits the possession, concealment, use or transfer of any firearm or other weapon, including knives, clubs or other devices that are primarily used to inflict injury, on Dell premises (including buildings, parking lots, walkways and any other property leased or owned by Dell). These prohibitions also apply to Dell employees in any location outside the home when conducting Dell business.

Dell security personnel and law enforcement officers are exempt from this provision. Employee Privacy Dell respects the privacy and dignity of every employee. Dell collects and retains employee personal information that is required for effective operation of the company or that is required by law. The company will implement policies and procedures that protect and limit access to employee personal information and comply with all applicable laws that govern employee privacy.

No employee should access or otherwise use employee records or information unless authorized to do so for legitimate business needs in accordance with local laws. Health and Safety We have a responsibility to treat with care and respect both the environment in which we work and the people on whom we depend. Dell is committed to preserving the health and safety of our employees, contractors and others working in Dell facilities. We will conduct our business with integrity and dedicated observance of the occupational health and safety laws and regulations of the locations where we operate.

We will continuously improve our health and occupational safety systems and procedures so that they meet or exceed industry standards and local regulations. It is Dell’s hope and belief that no one should ever be injured while working for Dell. All employees should observe applicable workplace safety rules and ensure that they use due care when performing their duties for Dell. Alcohol and Illegal Drugs Alcohol and illegal drugs have no place in the workplace and are inconsistent with a safe and productive work environment.

With the exception of moderate and prudent alcohol consumption during legitimate business entertainment, Dell employees are prohibited from consuming alcohol or using, possessing or distributing illegal drugs while working, 6 In addition, employees must immediately report workplace injuries or unsafe conditions in accordance with applicable corporate or regional policy and procedure. No employee will be subjected to retaliation or reprisal for being injured on the job or for reporting a workplace injury or unsafe situation. f Dell’s financial results and condition. All employees are required to promptly report any case of suspected financial or operational misrepresentation or impropriety. All such reports made by employees of any position or grade level will be promptly and thoroughly investigated. No employee who makes good faith reports of suspected misrepresentation or impropriety will be subjected to reprisal or damage to their career, reputation or employment at Dell. 7 Financial Statement Integrity and Company Records

The integrity of Dell’s financial records is critical to the operation of Dell’s business and is a key factor in maintaining the confidence and trust of our employees, shareholders and other stakeholders. We must ensure that all transactions are properly recorded, classified and summarized in accordance with Dell’s accounting policies, which ensure compliance with U. S. Generally Accepted Accounting Principles and applicable laws and regulations. It is a violation of Dell policy to misrepresent our financial performance or otherwise knowingly compromise the integrity of the company’s financial statements.

No Dell employee may enter information in the company’s books or records that intentionally hides, misleads or disguises the true nature of any financial or non-financial transaction or result. In addition, each employee must retain, protect and dispose of company records in accordance with the applicable Dell record retention policies. It is expressly against company policy to unduly or fraudulently influence, coerce, manipulate or mislead independent or internal auditors regarding financial statements, processes, or internal controls.

Dell’s finance and accounting officers and personnel, as well as all members of senior management, have a special fiduciary responsibility to ensure finance and accounting practices support the full, fair, accurate, timely and understandable disclosure Conflicts of Interest and Personal Integrity All work we undertake for Dell must be carried out solely in the best interest of our shareholders and Dell in a manner that is free of conflict of interest or even the appearance of a conflict of interest.

A conflict of interest occurs when any person or situation compromises our judgment or ability to conduct business in the best interest of Dell. To avoid a conflict of interest, you should not engage in any activity, investment or association that creates or appears to create a conflict between your personal interests and Dell’s business interests. Secondary Employment and Outside Business Ventures If you wish to pursue a second job or participate in an outside business venture, you must ensure that your engagement in such activity does not reate a conflict of interest with Dell’s business. To avoid a conflict of interest, the job or venture must not: • compete with Dell; • provide goods or services or otherwise do business with Dell; or • reflect negatively on Dell. And you must not: • use Dell-owned equipment or services in support of the job or venture; • use your position or authority with Dell to influence Dell to conduct business with your secondary employer or outside business venture; or • jeopardize your productivity or fail to meet your obligations at Dell. Even if you believe there will be no conflict, you should check with your manager before accepting a second job or engaging in an outside business venture. Depending on the nature of the work, you may be required to seek approval from your Ethics office. Further, as a Dell employee you should not use information obtained internally for your personal gain or to support an outside business venture.

For example, it could be a conflict of interest for you (or your business partner or spouse) to purchase certain real estate because you have knowledge as an employee that Dell is considering a purchase of that property at a later date. • If the company is one in which Dell has invested (e. g. , through Dell Ventures), the prior consent of the chief executive officer or president must be obtained. • You must not make, participate in or influence decisions on behalf of Dell that relate to Dell’s relationship with the other company. The company’s business must not be illegal, immoral or otherwise reflect negatively on Dell. For more detailed guidance on membership on corporate boards or advisory committees, please refer to the Board Membership Policy and the Technical Advisory Board Membership Policy. 9 Financial Interests in Other Companies If you or someone with whom you have a substantial business or personal relationship has a financial interest in a particular company, you may not attempt to influence Dell to do business with that company. If you are in a position to make decisions on behalf of Dell that relate to a company, you ay not own any financial interest in that other company UNLESS: • the other company is a public company (i. e. , its securities are listed on a public securities exchange); and • your interest is no more than 1 percent of the total market value of the other company, including suppliers, and no more than 5 percent of the total market value if the company is, or becomes, a customer. If your ownership exceeds 5 percent of a company that is also a customer, the Global Ethics Council will review and oversee all the terms of Dell’s relationship with that customer.

Your financial interest includes any financial interest that is owned by someone with whom you have a substantial business or personal relationship. Memberships on Corporate Boards or Advisory Committees If you are considering accepting an invitation to serve as a board member of an outside company, advisory board, committee or agency, you must first obtain appropriate approval from your Regional Ethics Committee and the Global Ethics Council (if applicable).

Dell’s consent is not required for membership on the boards of charitable or community organizations, as long as such activity does not conflict or interfere with your duties as a Dell employee and does not reflect negatively on Dell. In general, it is permissible to serve as a director (or in a substantially similar capacity) of another company only under the following circumstances: • The other company must not be a competitor of Dell or be engaged in a business that enhances the marketability of or otherwise supports the products or services of a competitor of Dell. 0 Insider Trading Shareholder trust and compliance with securities regulations is of the utmost importance to Dell. Therefore, Dell employees may never use inside information to trade or influence the trading of stocks. Inside information is something that you may know as a Dell employee that people outside of the company may not know. Some examples of inside information include unannounced financial data, mergers or acquisitions, stock splits, unannounced products, marketing plans, vendor contracts or procurement and manufacturing plans.

Sometimes this information is defined as “material. ” Information is considered material if it can influence someone to buy, hold or sell a stock. Dell employees who work with confidential information are sometimes placed on the Trading Window List, which restricts them from trading Dell stock during certain specified periods called “Trading Windows. ” Employees who are placed on the Trading Window List must adhere to all restrictions imposed by the Trading Window Policy, which can be found at http://inside. us. dell. om/legal. Regardless of whether you are placed on the Trading Window List, you should refrain from using any material inside information about Dell or any other company (such as supplier or vendor) to trade any stock and you should not provide “tips” or share material inside information with any other person who might trade the stock. To do otherwise is a violation of Dell policy and may subject you to criminal penalties. 11 Theft and Fraud Honesty and integrity form the basis of Dell’s firm stance against theft and fraud.

When employees commit theft or fraud against the company, everyone with a vested interest in Dell is affected. Dell does not tolerate fraud of any kind and will investigate and prosecute offenders. Fraud is intentional deception or illegal, unethical, dishonest or unfair conduct that could result in gain, profit or advantage to an employee, or harm or loss to another person or entity. All employees are required to report suspected theft or fraudulent acts within Dell. To make a report, contact your manager, the Ethics Helpline or your Ethics office.

All such reports will be investigated promptly and appropriate corrective action will be taken. No employee who makes good-faith reports of suspected theft or fraud will be subjected to reprisal, or damage to their career, reputation or employment with Dell. Gifts and Other Business Courtesies Giving or Accepting Business Courtesies Dell selects suppliers and wins customers on the basis of the merits of people, products and services. Dell employees must comply with the legal requirements of each country in which we conduct business and should employ the highest ethical standards in business dealings.

Therefore, as a Dell employee you must never accept or give a bribe, nor should you accept or give a business courtesy that will compromise your judgment, inappropriately influence others, conflict with Dell’s ability to succeed or reflect negatively on the company. A business courtesy is generally a gift or entertainment such as tickets, discounts or meals to or from someone with whom Dell has a business relationship. Unless otherwise specified in this Code or local policy, you may accept gifts of nominal value ($50 USD equivalent or less).

Approval from local management and the Regional Ethics office must be received before accepting any 12 gift that is in excess of $50 (USD) equivalent or less. You also may accept meals and entertainment provided that such activities are reasonable, in good taste and consistent with accepted business practices. The business courtesy should be accepted solely for the purpose of cultivating or enhancing a business relationship. Regardless of the amount, you must never accept: • gifts of cash or its equivalent (e. g. tock, bonds or other negotiable instruments); or • any other business courtesy given in an attempt to motivate you to do anything that is prohibited by law, regulation or Dell policy. 13 Use of Company Assets and Resources Dell’s assets and resources are dedicated to achieving Dell’s business objectives. All Dell employees are required to safeguard and not misuse company assets and resources, and must never use them for any unlawful or unethical purpose. Personal use of any Dell asset is also prohibited, except as outlined in this Code.

Information and Technology Resources Dell’s information and technology resources (e. g. , e-mail, computers, computer applications, networks, Internet, intranet, facsimile, cell phone and other wireless communications devices, telephone, paging and voice mail systems, and the like) are company property and are provided to Dell employees and select third parties for Dell business use. Occasional personal use of these resources is permitted but must be kept to a minimum and must not be inappropriate.

Inappropriate use includes hacking, pirating software, using Dell resources for non-Dell commercial activities, soliciting, distributing literature for outside entities, disclosing confidential information of Dell or third parties, sending inappropriate e-mail or accessing inappropriate Web sites (such as those advocating hate or violence, containing sexually explicit material, or promoting illegal activities), or using Dell resources in a way that violates the letter or spirit of Dell policies or reflects negatively on Dell.

Users of Dell information and technology resources must not share passwords. If you allow others to use your password or assigned resource, you will be held accountable for their use. Consistent with local laws, Dell reserves the right to monitor the use of its information and technology resources and to take appropriate disciplinary actions up to and including termination, or denying future access privileges in cases of misuse. Where permitted by local law, your use of Dell’s information and technology resources constitutes consent to such monitoring.

Anti-Corruption Laws and Business Courtesies to Government Officials/Customers Regardless of local practices or competitive intensity, you must never directly or indirectly make a corrupt payment (cash or any other items of value) to obtain, retain or direct business, or to acquire any improper advantage. As a Dell employee, you must fully comply with all anti-corruption laws of the countries in which Dell does business, including the U. S. Foreign Corrupt Practices Act (FCPA), which applies globally.

Complex rules govern the giving of gifts and payments to governmental employees. Therefore, what may be permissible in regard to commercial customers may be illegal when dealing with the government and could even constitute a crime. In some countries, businesses may be controlled by the government, making it difficult to distinguish between commercial and government officials. Therefore, your Ethics Committee and the Legal Department must approve business courtesies to any employee or official of any government-affiliated entity. 4 Software and Hardware Licensing All Dell employees must be familiar with company license restrictions and corporate policies relating to the use and duplication of computer software and hardware systems. Dell is licensed to use a variety of hardware systems and software programs, some of which are provided under licensing agreements that restrict their use and duplication. Software purchases are permitted only with the appropriate approval specified in the applicable Dell expenditure authorization policy.

In addition, software should be installed only by employees designated by the Information Technology (IT) department or through processes and resources sanctioned by the IT department. For additional information, contact your local IT department. 15 Political Contributions and Activities Laws in the U. S. and many other Dell locations strictly limit the ability of corporations to make political contributions or to engage in political activities and Dell complies with all such laws. Dell’s Governmental Relations team is responsible for coordinating Dell’s activities with government officials and policy makers.

Dell employees should not communicate with public officials on policy matters, make political contributions or engage in political activities on Dell’s behalf except in accordance with local law, applicable regional policy and in coordination with Dell’s Government Relations team. Any deviations from regional policy must be approved in advance by the applicable Regional Ethics Committee. Charitable Contributions As a Dell employee, you may receive requests from charities for contributions from Dell, such as requests for donations of computer equipment, direct cash donations or the purchase of tickets for fund-raising events.

Charitable contributions on behalf of Dell are permissible only with the prior approval of Corporate Communications. Travel and Entertainment All Dell employees are required to ensure that their business travel is intended to further Dell’s business interests, and that travel and entertainment expenditures are reasonable, prudent and in accordance with applicable corporate or regional policies. Dell funds may not be used, and Dell will not reimburse expenses incurred, at any establishment that would reflect negatively on Dell, such as a sexually oriented business or similar environment.

All employees are expected to exercise good judgment when traveling on Dell business. As a Dell representative, you also should be aware that certain venues, including those specified above, are not appropriate for business entertainment or meeting with professional or business associates because of the nature of the entertainment or atmosphere. These venues are not acceptable even if expenses incurred are not submitted to Dell for reimbursement. Confidential Information Dell employees have a duty to protect confidential Dell information, as well as confidential relationships between the company and its customers, suppliers and shareholders.

Even if you leave Dell, you are still legally and contractually obligated to maintain the confidentiality of this information. It is a violation of Dell policy to use confidential information obtained during employment at Dell for personal gain. You should use extreme caution when discussing confidential information in public places. In addition, confidential information should never be discussed with non-Dell employees, including family members and friends, and should only be provided to or discussed with Dell employees for valid business reasons.

Dell employees are expected to take reasonable precautions to ensure the physical security of confidential information and facilities. 16 17 Similarly, negotiations with customers should be conducted in a professional manner, engaging the proper Dell resources to establish the best overall sales relationship with each customer. No sales agreement should be entered into without proper approvals and the appropriate involvement of the regional Contracts Management organization, if applicable, and/or the Legal department, as outlined in Dell’s sales policies.

In addition, employees should never enter into agreements, written or otherwise, that would appear to contain questionable accounting and/or business practices. Dell will require that all its suppliers comply with applicable laws in fulfilling their contractual obligations with Dell. Dealing with Others As Dell employees, we are committed to acting responsibly, honestly and with integrity in all dealings with our suppliers, customers, partners, shareholders, government regulators and competitors. Human Rights

Dell is committed to working with socially responsible entities that comply with all applicable laws and regulations where they conduct their business, embrace high standards of ethical behavior, and treat their employees fairly, with dignity and respect. We avoid working with entities that do not adhere to laws regulating wages, hours and working conditions. Entities must demonstrate a commitment to the health and safety of their employees and not use forced or indentured labor, or use raw materials or finished goods produced by forced or indentured labor. Sales and Marketing

Dell wins customers and builds long-term customer relationships by providing quality products and services and by demonstrating honesty and integrity in all our interactions. Our marketing and advertising materials and other representations we make to current or prospective customers will be accurate, truthful and in full compliance with applicable laws. Customer Privacy Our customers must be able to trust that we will only collect, store and use their personal information for defined business purposes and to support and enhance our relationships with them. We will not sell our customers’ personal information.

We will appropriately safeguard our customers’ information and comply with Dell’s privacy policy and applicable laws on customer privacy. Contracting with Others Our contractual relationships with suppliers and customers are important elements of our success. Vendor selection and purchasing decisions must be made objectively and in Dell’s best interest, based on evaluation of suitability, price, delivery, quality and other pertinent factors. No agreement with a supplier should be entered into without proper approvals and appropriate involvement of the Procurement and Legal departments, as specified in Dell’s procurement policies.

Commitment to the Environment Our interest in the environment goes beyond the mandates of governmental regulation. Our vision is to create a culture in which environmental excellence is second nature. Our operations will place a high priority on waste minimization, recycling, reuse programs and pollution prevention. We will continuously improve the environmental friendliness of our products and procedures so that they meet or exceed industry standards and applicable regulations. 18 Speaking on Behalf of Dell

Dell receives considerable attention from the news media, the financial community (e. g. investors, financial analysts, stock brokers) and from other companies. Media stories about Dell, as well as good relationships with other companies who may be potential Dell customers or suppliers, can enhance Dell’s image and products and may encourage people to invest in Dell. However, mismanaged media, business and financial contacts may result in confusing messages or wrong information, with possible legal implications.

For this reason, Dell corporate policy requires all employees to contact Corporate Communications before participating in any of the following: • Contacts with the media or industry analysts • Requests from vendors or suppliers for public relations partnerships • Invitations to participate in surveys • Invitations to speak at public events • Letters to the media Upon receiving an inquiry from a member of the external financial community, employees should contact Investor Relations. Inquiries from lobbyists or government agencies should be directed to the Legal department or Government Relations. mong competitors that restrict trade or price competition are illegal. Dell employees must maintain independence of judgment and action in designing, producing, pricing and selling our products and services and must avoid even the appearance of collusion with a competitor regarding these matters. 19 Dell has established guidelines for situations that could raise an antitrust or anti-competition issue. These guidelines include the items described below. • Agreements Among Competitors: No employee should enter into an agreement or discussion with any competitor that would set prices or limit the availability on the market of goods or services.

To avoid even the appearance of impropriety, employees should not discuss the following or similar subjects with a competitor: prices or discounts; terms of sale including credit, profits, profit margins or costs; allocation of customers or markets; boycotts; customers; suppliers; market share; distribution practices; bids or intents to bid; sales territories or markets; selection, classification, rejection or termination of customers; or other competitive information. Handling Competitive Information: No employee should obtain competitive information by unethical or illegal means, such as industrial espionage or improper access to confidential information. Employees joining Dell after having worked for a competitor must not possess any hard copy or electronic copy of confidential information of such competitor and must not reveal to Dell any confidential information of their former employer. • Comments Regarding Competitors: It is improper to make false or deceptive statements concerning a company and its products.

If you are in a position to speak on Dell’s behalf, you must ensure that your statements are based upon current, accurate, complete and relevant data. Never comment on another company’s business reputation or financial or legal problems. If you have questions in regard to any of these guidelines, contact your Regional Ethics office or the Legal department. Dealing with Competitors It is common to gather information about the general marketplace, including our competitors’ products and services.

However, we want to compete fairly to avoid even the appearance of anti-competitive behavior. As a global corporate citizen, Dell is responsible for complying with U. S. antitrust laws and laws related to competition in countries where Dell does business. Under these laws, agreements 20 International Trade Import and Export Control Many countries have laws that regulate the import and export of goods, services, software and technology. In particular, U. S. aws mandate very specific requirements that must be complied with before an export of goods, services, software or technology occurs. Failure to comply with these regulations may constitute a crime and the sanctions for non-compliance can include fines and imprisonment for Dell and for any responsible individuals. A corporation that does not comply may also be denied the right to participate in export trade. Dell will comply with all laws of the United States and those of other countries that may apply, concerning the import or export of goods, services, software and technology.

You should obtain advice from the World Wide Export Compliance Organization before making any commitment concerning the export from the United States or another country of any of the items listed above, or if you have questions about Dell’s or your compliance obligations in this area. 21 Raising/Resolving Issues and Concerns Open Door Policy Open communication is a cornerstone of Dell’s culture. Dell’s direct business model demands straightforward and open communication between Dell, its customers, suppliers, partners, shareholders and other stakeholders.

Dell employees deserve no less. Every Dell employee should feel comfortable dealing directly with his or her manager, other members of management, and representatives of the Human Resources department regarding any employment-related issue, or to resolve misunderstandings or conflicts, without fear of harassment or retaliation. The Open Door policy provides employees with a way to resolve a grievance, raise issues of general concern and otherwise have their voices heard. Employees may also contact the Office of the Ombuds, where available, for unbiased consultation and mediation.

All employees shall be treated with dignity and respect and will not be subject to retaliation, threats or harassment for using the Open Door Policy or the Office of the Ombuds. For more information regarding the Open Door procedure, please visit your regional Human Resources Web site. Government Contracts and Relations Our business relationships with our government customers are important to our continued success. We want to avoid even the appearance of an impropriety when dealing with our government customers.

As a government contractor, Dell is subject to detailed procurement and personnel regulations adopted by the governments with which we conduct business. Every employee involved in the verification or signing of certifications related to these regulations must ensure that the information is accurate and complete and that they posses the authority to sign these certifications on behalf of Dell. Failure to do so could result in suspension or debarment from government business, in addition to serious criminal and civil liability for Dell and individual employees. Raising Concerns or Reporting Violations

Dell is committed to winning with integrity. If you suspect a violation of law, this Code or Dell policy, or other improper activities at Dell, it is your responsibility to immediately raise these concerns. You can bring them to the attention of your manager or to another member of management. Or, you may use other reporting avenues such as contacting your Human Resources representative, the Global or Regional Ethics office or the Ethics Helpline. Calls to the Ethics Helpline, a toll-free telephone service, 1-888-888-9975 (check with the Global Ethics Web site for your applicable local calling prefix), may be made anonymously.

All employees will be treated with dignity and respect and will not be subject to retaliation, threats or harassment for raising concerns or reporting violations. 22 Internal Investigations To foster a safe, healthy, profitable and productive workplace, Dell may monitor or record employees’ actions to ensure compliance with law, this Code or Dell policy, or as part of an investigation. Depending on the nature of the internal investigation, the company may need to conduct searches or inspections of company-provided property including computers and other equipment and employee personal property brought onto Dell premises.

Employees are expected to cooperate with company officials conducting internal investigations. Such investigations will be carried out in compliance with the individual’s rights granted under local law, applicable Dell policy, and in consultation with local workers’ representatives, where applicable. If you believe that an investigation is being conducted inappropriately, report your concern to a member of management, your Human Resources representative, the Global or Regional Ethics office or the Ethics Helpline.

All employees will be treated with dignity and respect and will not be subject to retaliation, threats or harassment for raising concerns about internal investigations. lines of communications and developing training programs. 23 In addition to the Global Ethics Council, each region has a Regional Ethics Committee, which is tasked with oversight of that region’s ethics and compliance activities on behalf of the Global Ethics Council. Global Ethics is composed of the Chief Ethics Officer and his or her staff and is responsible for administering the policies and programs established by the Global Ethics Council.

In addition to Global Ethics, each region has an Ethics office, which supports that region’s Ethics Committee and acts as a liaison to Global Ethics. Each regional Ethics office is responsible for administering that region’s ethics and compliance activities. Ethics Committees and Offices To ensure Dell’s compliance with all applicable laws, this Code and other Dell policies, Dell has appointed a Chief Ethics Officer and a Global Ethics Council, and established a global ethics program.

Dell’s Global Ethics Council is responsible for overseeing Dell’s overall ethics program. The Council is responsible for assisting the Chief Ethics Officer in the execution of compliance-related responsibilities including assessing Dell’s overall risk areas, reviewing recommendations on ethics-related policies, supporting and driving policy implementation, assisting in investigations, establishing clear Rev 2/08 www. dell. com

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