CAVA Vendor Code of Conduct

Purpose

At CAVA (each, “We,” “Us,” or “Our”), we believe in developing productive and enduring relationships with our vendors, contractors, consultants, suppliers, manufacturers, and distributors (each, a “Vendor,” “you,” or “your”) based on trust, integrity, and professionalism. We believe a mutual commitment to these values serves our mutual interests.

This Vendor Code of Conduct (this “Code”) sets forth our requirements for all Vendors. All Vendors are required to thoroughly review and comply with this Code, as well as to inquire as to any sources of uncertainty contained in this Code.

Overview

This Code is designed to require a Vendor to:

  • Promote honest and ethical business practices, including the ethical handling of any actual or apparent conflicts of interest;

  • Comply with all applicable governmental laws, rules, regulations, ordinances, orders, guidance, and other requirements at the international, federal, state, and local levels (collectively, “Applicable Laws”);

  • Protect our assets, including, but not limited to, corporate opportunities and confidential information;

  • Practice ethical, honest, safe, fair, and respectful behavior in all aspects of its business;

  • Commit to legal and environmentally responsible business practices; and

  • Ensure accountability for and adherence to the Code.

We expect all Vendors doing business with or on behalf of us to understand the requirements and act in accordance with the expectations and ethical standards set forth herein,

Honest and Ethical Conduct

You are required to practice honesty, integrity, professionalism, and fairness in every aspect of the way you conduct your business, which is of the utmost importance to us. Accordingly, you are required to promote an organizational culture which encourages ethical conduct and compliance with Applicable Laws. Vendors are expected to demonstrate a commitment to inclusive business practices, including without limitation, diversity in their workplace.

You are required to treat your employees, representatives, agents, contractors, and subcontractors (collectively, the “Vendor Parties”) in an honest, ethical, and reasonable manner, avoid situations in which personal interests are, or may appear to be, in conflict with our interests, properly protect all of our information, assets and resources, as well as those of our guests and business partners, and ensure integrity in all business practices.

Conflicts of Interest

Conflicts of interest, improprieties, or the appearance of either, must be avoided. A conflict of interest may exist when a Vendor is involved in an activity that affects, or could appear to affect, the objectivity of decision makers. When an actual, potential, or perceived conflict of interest occurs, a Vendor must notify us immediately. Any of our employees who engage in secondary employment may not work for a Vendor that has a contractual relationship with us. Vendors that conduct or intend on conducting business with us and are the spouse, domestic partner, or other family member or relative of one of our employees must immediately disclose such relationship to our Chief Legal Officer to seek prior approval of any transaction.

You shall refrain from offering or providing any gift, fees, favors, or other compensation or reimbursement of expenses to any of our employees, except to the extent of de minimis value, as even a well-intentioned gift might be construed as a bribe, kickback, or improper inducement or payment. It is particularly important that any such item not exceed customary courtesies given the context. In addition, under no event should you offer or provide, directly or indirectly, any materials, equipment, or services to any individual in a position to make or influence any business or governmental decision affecting our business.

Compliance with Applicable Laws, Rules, and Regulations

You are required to comply with Applicable Laws and with our policies, including, for example purposes only, in the following manners:

  • You must respect an individual’s rights to freedom of association and collective bargaining by meeting or exceeding the relevant requirements of Applicable Laws, including, for the avoidance of doubt, those under applicable local law.

  • You must adhere to the Fair Labor Standards Act. Vendors should provide wages and benefits that meet or exceed the requirements of local law. All other types of legally mandated benefits must be provided as required by Applicable Laws, including, but not limited to, any required paid leave, maternity leave, parental leave, family care leave, and childcare benefits.

  • If you conduct business outside of the United States, you must comply with Applicable Laws in the countries in which you do business, including, but not limited to, the Foreign Corrupt Practices Act (the "FCPA"). You must conduct business in a way that does not improperly interfere with local jurisdictions or infringe on local cultures and traditions. If you at any time are sanctioned or believe you are under investigation in connection to the FCPA, you must notify us immediately.

  • You are expected to maintain a workplace free of discrimination, harassment, retaliation, victimization, violence, and are to not tolerate any other form of inappropriate behavior or abuse (verbal or physical) on any grounds, including but not limited to age, disability, ethnic or social origin, gender, gender identity, nationality, race, sexual orientation, marital status, parental status, pregnancy, political convictions, religious beliefs, union affiliation, veteran status, or any other protected category. We have a zero-tolerance policy for unlawful harassment, discrimination, and retaliation of any kind.

This Code is intended not to violate Applicable Laws. Any terms herein that conflict with then-current Applicable Laws shall not be applicable and shall be reformed to the maximum extent in accordance with such terms but permitted under Applicable Law.

Vendor Employees, Agents, and Subcontractors

All Vendor Parties shall comply with this Code, and each Vendor is responsible for educating Vendor Parties as to the requirements contained herein and ensuring such compliance. You may not retaliate or take disciplinary action against any such person or entity who has, in good faith, reported violations or questionable behavior or has sought advice in connection to this Code.

Maintaining Confidentiality

Any and all information and other material which is provided to or obtained by a Vendor from its business arrangement with us is strictly our property. Confidential information includes all information which has not been publicly disclosed, whether written, verbal, electronic, transmitted or stored in any way. Vendors should not use confidential information for any purpose other than for purposes of serving our business and should not disclose it except to the extent permitted pursuant to the terms of a signed agreement with us. In addition, adequate safeguards must be used to prevent the disclosure of confidential information. Except to the extent permitted pursuant to the terms of a signed agreement with us, the obligation to protect our confidential information continues after involvement with us ends. To avoid inadvertent disclosure, confidential information should never be discussed with any unauthorized person, including, but not limited to, our unauthorized employees or family members, relatives, or friends.

Information Privacy & Security

You shall be responsible for all of your actions, whether through yourself or any Vendor Parties, relating to our systems, including, but not limited to, use of log-on identification names, passwords, or other authentication methods. You represent and warrant that you have implemented and maintain a comprehensive written information security program that contains industry standard technical, physical and administrative safeguards to ensure the security and confidentiality of confidential information, including the handling, protection, disposal, and other processing of data, and protect against unauthorized access to or use thereof, and upon our request, you shall provide information or documentation evidencing such program to us. You are expected to respect and protect the information privacy of individuals whose personal information is entrusted to you, directly or indirectly and comply with all Applicable Laws pertaining to data security and privacy. You may only use, retain, and disclose entrusted information for the purpose of conducting business with us or as otherwise permitted by us.

Business Record Retention

You must retain all financial and transactional records related to business with us for at least seven (7) years. These records must be made available to us or an auditor in accordance with Applicable Laws and contract terms. We also retain the right to audit your compliance with this Code and other policies at any time. If requested, you are expected to provide details and data about your performance on the topics included in this Code to us or to other entities in a manner reasonable to us.

Environmental Concerns

We are committed to maintaining a safe work environment by eliminating all significant recognized hazards in the workplace and conducting business in an environmentally sound manner based on scientific understanding, guest needs, and local requirements. You shall comply with Applicable Laws and our policies related to health, safety and the environment.

Compliance Acknowledgment

You are required to educate all Vendor Parties about this Code to ensure full compliance. As a condition of continuing a relationship with us, you may be required to provide updated information and acknowledgments on an annual basis in regard to compliance with the code.

Incorporation into Contract

This Code is hereby incorporated into any agreement that we may have with you, and notwithstanding anything to the contrary contained in any such agreement, we may terminate such agreement immediately without further cost to us if you have violated any of the terms contained herein. By entering a business relationship with us, you hereby defend, hold harmless, and indemnify us from and against any claims, demands, losses, liabilities, actions, damages, costs, or expenses (including, but not limited to, reasonable attorneys’ fees) arising from or incident to your or any Vendor Parties’ violation of this Code. This Code shall not be altered or superseded by any purchase order or other documentation except if approved in a signed writing by us.

Additional Questions

If you have any questions or wish to report any questionable behavior or possible violation of this Code, please contact our Chief Legal Officer at [email protected].