Building trust through our representatives

We rely on our representatives, who are the partners, suppliers, consultants, and other companies that work with us or on our behalf, to help us earn and maintain the trust of our customers and the public.

We only work with representatives who we believe are honest and ethical, and who commit to do business ethically and with integrity when working on our behalf.

We prohibit improper payments by anyone who works with us or on our behalf. We require that all our representatives comply with the Anti-Corruption Policy for Microsoft Representatives.

Ensuring trustworthy representatives

We conduct risk-based due diligence and vetting of our representatives. The vetting process helps identify higher risk representatives, and requires that certain representatives be subject to enhanced vetting for us to determine whether they will be permitted to start or renew a business relationship with our company, or any subsidiaries. The vetting process now uses data analytics to identify higher risk representatives through an algorithm that calculates a risk score for representatives based on internal and external data attributes. We began using these data analytics in 2019 to conduct due diligence on some representatives and continue to work on expanding this unique program.

Contracting with our representatives

Microsoft’s written agreements with our representatives require compliance with all applicable anti-corruption and anti-money laundering laws. All forms of bribery, kickbacks, and any other corruption are prohibited. We require that our channel partners pass discounts onto government customers and we tell these customers about the discounts provided for their benefit. The goal is to help ensure that no discount is used for any improper purpose. We continue to work to improve this process and ensure that customers gain the entire benefit of any discount we provide. Our agreements also outline conditions for authorized use of additional resellers and define requirements for valid end customer purchase commitments.


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.

Compliance with Anti-Corruption Laws

Each Microsoft Representative is expected to conduct itself with high ethical standards, and comply with the FCPA and all other applicable anti-corruption laws. 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

Representatives are prohibited from paying expenses for travel, lodging, gifts, hospitality, or charitable contributions for government officials on Microsoft’s behalf. Representative also must acknowledges that it is prohibited from using any funds provided by Microsoft 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, non-discretionary government action by a government official. Microsoft prohibits bribes of any kind, including facilitating payments.

No retaliation

Microsoft will not tolerate retaliation against anyone who has, in good faith, reported a possible violation of this Policy or who 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.

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 information, including payments and other compensation, in their corporate books, records and accounts accurately, 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 policy or other Microsoft policies.

Reporting

Representatives are instructed to 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 such concerns to Microsoft using the resources described at www.microsoftintegrity.com.

"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 are also made 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.

Visit Microsoft's State Owned Entity Criteria for a detailed list of criteria used by Microsoft to define a government official.


Microsoft Partner Code of Conduct

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Anti-Corruption Policy for Representatives

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