Skydio Inc., including its affiliates and subsidiaries (“Skydio”) is committed to the highest standards of legal and ethical business practices. Skydio expects its suppliers, partners, vendors, subcontractors, agents and representatives of all its third-party service providers (collectively, “Suppliers”) to share this commitment. Skydio maintains responsible sourcing and third-party diligence programs which include this Skydio Supplier Code of Conduct (“Code”) and applies it to all of Skydio’s Suppliers and any of their affiliates or business partners. The Code is based on the UN Global Compact Principles initiative (www.unglobalcompact.org) and other obligations under U.S. law, Skydios’ contractual commitments and engagements with global government agencies which require this Code. Skydio requires Suppliers to act in accordance with this Code and with all applicable laws and regulations within the geographies in which they operate, and to be open and cooperative with regulators that enforce these laws and regulations. Suppliers must impose similar obligations defined herein on their own suppliers, subcontractors, and agents If a Supplier violates any of the requirements set forth in this Code, Skydio reserves the right, under its sole discretion, to terminate the relationship with the Supplier without penalty.
Suppliers must fundamentally respect internationally recognized human rights initiatives including but not limited to the United Nations International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work and must not contribute in any way to any human rights abuses. Skydio does not tolerate human rights violations in any form at any stage of its supply chain. Skydio requires Suppliers to enact practices to maintain a respectful and safe workplace. Skydio requires Suppliers to not tolerate physical violence, threats, corporal punishment, mental coercion, verbal abuse, disrespectful behavior, bullying, or harassment of any kind. Additionally, our Suppliers must protect the rights and personal dignity of all individuals that fall under classes that are protected by applicable laws.
Skydio has zero tolerance to slavery and human trafficking. Our commitment is further defined in our Anti-Slavery Statement updated annually on our website. We expect our Suppliers, their employees, and contractors to share our values. Suppliers and their employees must uphold the human rights of workers, and to treat them with dignity and respect as understood by the local, national, and international principles, including, but not limited to the Tracking Victims Protection Act and the UK Modern Slavery Act of 2015. Skydio prohibits engaging in human trafficking, slavery, servitude, forced or compulsory labor, forced child labor and all other trafficking-related activities. Forced, bonded, or indentured labor or involuntary prison labor shall not be used under any circumstances. All workers will be voluntary, and workers should be free to leave upon reasonable notice. Workers must be compensated in a timely manner at pay rates that comply with applicable wage laws, including minimum wages and overtime.
As part of Skydio’s commitment to human rights and Anti-slavery, we provide annual training to employees on this important topic and have in place systems to encourage the reporting of concerns and the protection of reporters and whistle-blowers.
Suppliers must provide a safe, ethical, and healthy workplace that conforms to all applicable health and safety laws and regulations. Suppliers must provide a workplace free from inhumane conditions and harassment for all its employees and contractors regardless of background, responsibilities, or whistleblower status by integrating commercially reasonable health and safety management practices into their business including but not limited to providing workers with appropriate personal protective equipment (PPE). Suppliers should implement health and safety measures to minimize potential safety hazards. Workers shall not be disciplined for raising safety concerns. Suppliers will comply with all applicable quality, health, and safety regulations. All required insurance, permits, licenses and registrations must be obtained, maintained, and kept up-to date.
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the U.S. Securities & Exchange Commission ("SEC") has adopted a rule to bring greater supply chain transparency to the use of conflict minerals originating from the Democratic Republic of the Congo and surrounding countries. Skydio Suppliers must not procure any parts or products from sources that have conflict minerals including but not limited to gold, tin, tungsten, or tantalum originating from the Democratic Republic of Congo or adjoining countries. Skydio expects its suppliers to cooperate with efforts to comply with any applicable reporting requirements of governmental agencies regarding the sourcing or use of conflict minerals within their supply chain, including the SEC Conflict Minerals Disclosure Rule.
Suppliers may only transact business on behalf of Skydio in foreign markets and with foreign government officials in accordance with Skydios’ established policies regarding foreign corrupt practices and any applicable law, including but not limited to the United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act of 2010, and all local anti-bribery, anti-corruption, or anti-money laundering laws that may be applicable. Suppliers must never engage in any bribery, kickbacks, or other types of corruption, including, but not limited to, engagement with customers or other third parties regardless of local customs, practices, or competitive influence. Suppliers must never directly or indirectly make or provide a payment (including cash, cash equivalent or any other items of value such as meals, gifts, travel, or entertainment) to a foreign official or government employee to corruptly influence the foreign official to obtain or retain business for Skydio or to acquire any improper business advantage.
Suppliers who will be representing or acting on Skydios’ behalf must also comply with the Skydio Anti-Corruption Policy, a copy of which is available by contacting compliance@skydio.com.
This Code does not prohibit normal, appropriate, and modest hospitality between Skydio, its suppliers or their third-party business relationships when the intent is designed to build goodwill. Suppliers must not offer or accept any gift or anything else of intrinsic value to obtain improper advantages or influence for the Supplier, Skydio employees or their family members and associates. Gifts include but are not limited to benefits, fees, commissions, dividends, cash, gratuities, services, meals, entertainment, or any other inducement.
Suppliers must not give or accept gifts, gratuities, or hospitality when doing so would create a conflict of interest, or violate any U.S. or foreign laws, including, but not limited to, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, and all local anti-bribery, anti-corruption or anti-money laundering laws that may be applicable. Suppliers should adopt internal policies and procedures to ensure no payments or gifts are offered, made, requested, or received that are inconsistent with this Code.
Suppliers must be mindful that government or public officials, international organization officials, or employees of state-owned or state-controlled entities are restricted in the benefits they can accept for performing their duties, including cash and non-cash benefits such as meals, gifts, travel, and entertainment. The intention behind the gift or gratuity should always be considered and nothing must be explicitly or implicitly expected or demanded in return.
Suppliers must comply with all applicable trade controls, laws, and regulations including but not limited to import, export, reexport, embargoes, sanctions, and prohibited lists. Suppliers must also consider the export of commodities, technical data, and written or oral disclosures of technical data from the United States, as well as trade with and the provision of services to, certain individuals, entities, and nations identified on the U.S. Department Of Commerce Entity List and the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals (SDN) list.
Skydio does not seek competitive advantages through unlawful or unethical business practices. Suppliers must also engage in fair business practices, with its customers, service providers, business partners and competitors by a) not engaging in collusion, manipulation, concealment, misrepresentation, unfair dealings, bribery or corruption with all third parties; b) respecting the intellectual property rights and confidential information of Skydio and all third parties; and c) maintaining and providing accurate records including but not limited to financial records, domicile information, and manufacturing records covering all manufacturing locations.
Suppliers must protect Skydio’s and its clients’ confidential assets, information, and personal data. Suppliers must design and maintain processes to provide appropriate protections for this information. Suppliers must have robust cybersecurity processes and controls in place to protect data and confidential information. Suppliers must adopt and maintain processes to provide reasonable protections for personal, proprietary, and confidential information, including information that they access, receive or process on behalf of Skydio. In addition, suppliers must comply with all applicable privacy, data protection, and information security laws and regulations.
Personal information provided by or on behalf of Skydio must only be used, accessed, and disclosed as permitted by the Suppliers agreement and in compliance with all applicable laws and regulations. Suppliers should recognize that unauthorized use or disclosure of such information may have severe, legal, reputational and financial consequences for the vendor, the individuals whose personal information may be implicated, and for Skydio.
Suppliers are responsible for the accurate and complete reporting of financial information with respect to the provision of goods or services to Skydio. Financial information submitted to Skydio, government agencies, or the general public must be full, fair, accurate, timely and understandable. All agreements with Skydio should be in writing and executed by a Supplier representative with appropriate authority.
Suppliers must immediately report known or suspected violations of this Code to Skydio Legal by emailing legal@skydio.com. Any other person may report known or suspected violations of this Code to Skydio Legal by emailing legal@skydio.com. Skydio also expects Suppliers to have a policy and process in place for reporting of workplace concerns. The policy and process should be transparent and understandable and must provide protection from retaliation, for both reporters and for those participating in any related investigations.
Each Supplier must keep record of all information relevant to violations of this Code and shall be provided with a commercially reasonable process for timely correction of any violations of this Code that are identified by an internal or external audit, assessment, inspection, investigation, or review. If a Supplier does not adequately correct violations of this Code in accordance with the aforementioned process, Skydio reserves the right, under its sole discretion, to terminate the relationship with the Supplier without penalty.
Suppliers shall audit their compliance with this Code and their respective customer contractual requirements related to any other responsibility. Skydio may also audit its Suppliers for compliance to this Code or request written certification from Supplier (signed by an officer of the Supplier) of its compliance with this Code. Suppliers shall cooperate timely and fully with any such reasonable compliance audit or request for certification by Skydio. Suppliers shall have a corrective and preventive action process in place to address non-compliances to the Code. Suppliers shall also create and maintain documents and records to ensure regulatory compliance and conformity to the Code and any other agreed Skydio requirements.
Nothing contained in this Code or any other Skydio agreement or policy is intended to prohibit or restrict Suppliers from disclosing confidential information to any government, regulatory or self-regulatory agency, including under Section 21F of the Securities and Exchange Act of 1934, as amended, and the rules thereunder.
This Code sets forth our expectations for current and future suppliers. We expect all new and existing suppliers to meet our minimum expectations as described in this Code.
We encourage Suppliers to institute effective management systems that use the best available techniques and practices to adhere to this Code and continuously improve their performance. This should include a process for the identification and proactive mitigation of risks associated with compliance to this Code, as well as a process for ongoing monitoring and review of risk controls, and prompt and accurate reporting of all incidents.
Skydio is committed to continuously reviewing and updating this Code. Therefore, this Code is subject to modification from time to time.
The contents of this Code are additional to and do not in any way affect or prejudice any of Skydio’s rights and remedies under the relevant contracts with each supplier, if any. In the event of any non-compliance with the requirements of this Code or breach of contract, Skydio reserves its rights and retains the sole discretion to exercise any rights under this Code, any relevant contract and/or local laws and regulations.