Anti-Corruption Policy For Representatives

Anti-Corruption Policy for Microsoft Representatives

Microsoft Corporation, and all of its subsidiaries and joint ventures worldwide ("Microsoft"), requires its channel partners (for example, resellers, software advisors, original equipment manufacturers, and distributors), suppliers, vendors, consultants, lobbyists, and any other third-party representative (collectively, "Microsoft Representatives") to comply with this Policy.

Microsoft prohibits corruption of government officials and the payments of bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector.

Microsoft is committed to observing the standards of conduct set forth in the United States Foreign Corrupt Practices Act ("FCPA") and the applicable Anti-Corruption and anti-money laundering laws of the countries in which we operate.

No Microsoft representative shall pay or offer to pay a bribe, or provide another thing of value for obtaining an improper benefit, to any third party, public or private, with whom Microsoft is doing business.

Compliance with Anti-Corruption Laws

Each Microsoft Representative shall conduct itself with high ethical standards and comply with all applicable anti-corruption laws, including the FCPA. No Microsoft Representative shall, directly or indirectly, promise, authorize, offer or pay anything of value (including but not limited to gifts, travel, hospitality, charitable donations or employment) to any government official or other party to improperly influence any act or decision of such official for the purpose of promoting the business interests of Microsoft in any respect, or to otherwise improperly promote the business interests of Microsoft in any respect. "Government Official" is defined below.

Providing Government Travel on Microsoft’s behalf is Prohibited

Unless it has been authorized and approved in writing by Microsoft, representative is prohibited from paying expenses for travel, lodging, gifts, hospitality, or charitable contributions for government officials on Microsoft’s behalf. Representative also acknowledges that, unless it has been authorized and approved in writing by Microsoft, it is prohibited from using any funds provided by Microsoft, or any proceeds resulting from any Microsoft business, to pay expenses for travel, lodging, gifts, hospitality, or charitable contributions for government officials.

Facilitating Payments Prohibited

A facilitating payment is a small payment to secure or expedite a routine government action by a government official. Microsoft prohibits bribes of any kind, including facilitating payments.

Representative Due Diligence

Microsoft conducts appropriate due diligence or "vetting" of Microsoft Representatives. Representatives must comply with Microsoft’s vetting procedures. Microsoft appreciates the understanding and cooperation of Representatives in providing accurate and timely information and responses to Microsoft’s vetting processes.

Money Laundering Prohibited

No Microsoft Representative shall use its relationship with Microsoft to disguise or attempt to disguise the sources of illegally obtained funds.

Accurate Books and Records

Representatives must record payments and other compensation in their corporate books, records and accounts in a timely manner and in reasonable detail. No undisclosed or unrecorded accounts may be established for any purpose. False, misleading, incomplete, inaccurate or artificial entries in the books and records are prohibited. Personal funds may not be used to accomplish what is otherwise prohibited by this and other Microsoft policies.

No Retaliation

Microsoft will not tolerate retaliation against anyone who has, in good faith, reported a possible violation of this Policy or refused to participate in activities that violate this Policy.

Enforcement

In addition to its rights and remedies under applicable agreements, Microsoft may refer any Representative who violates this policy to U.S. or foreign authorities for criminal prosecution or other enforcement action, or bring suit for damages.

Reporting

Representatives should report any concerns about violation of this policy or applicable laws to their legal department and/or their ethics and compliance officer. Representatives should also report to Microsoft through the following alternatives:

By Microsoft’s Business Conduct Hotline:

  • (877) 320-MSFT within the U.S.; or if calling from outside the United States, you may make a collect call to the Hotline by accessing an international operator and asking to place a collect call to 1-470-219-7087.
  • The Business Conduct Line is a dedicated, toll-free phone line that is available to you 24 hours a day, 7 days a week, and 365 days a year.

By Microsoft email or web allegation tool:

By mail or fax to the Director of Compliance at Microsoft Corporation:

  • Send a letter at the following address:
    Office of Legal Compliance
    One Microsoft Way
    Redmond, WA 98052
  • Send a fax to the following number: 1-425-708-7177

Government Official: "Government Official" refers to all of the following: (i) any employee of a government entity or subdivision, including elected officials; (ii) any private person acting on behalf of a government entity, even if just temporarily; (iii) officers and employees of companies that are owned or controlled by the government; (iv) candidates for political office; (v) political party officials; and (vi) officers, employees and representatives of public international organizations, such as the World Bank and United Nations. Representatives should be aware that in certain countries and in certain industries, an individual who seems to work for a private entity might be considered a Government Official.

For a detailed list of criteria used by Microsoft for defining a Government Official click HERE.

Download the Anti-Corruption Policy for Representatives