Black Ball Logistics Vendor Code of Ethics

Effective Date: September 1, 2025

1. Introduction and Purpose

Black Ball Logistics, LLC (“Black Ball” or “the Company”) is committed to conducting business with the highest standards of integrity, ethics, and compliance, particularly as a primary contractor to the United States federal government. Our core values—Integrity, Accountability, Respect, Excellence, and Transparency—guide all our operations and relationships. These values ensure we deliver superior services while adhering to all applicable laws, regulations, and ethical principles, avoiding even the appearance of impropriety.

This Vendor Code of Ethics (“Code”) applies to all vendors, suppliers, subcontractors, agents, consultants, and other third parties (“Vendors”) that provide goods or services to Black Ball or act on our behalf. It mirrors the standards we uphold for our own employees and board members and is aligned with the Defense Industry Initiative (DII) on Business Ethics & Conduct. As a federal contractor, we require Vendors to support these principles to protect the interests of Black Ball, the Vendors themselves, and the United States government.

The purpose of this Code is to:

• Promote ethical behavior and legal compliance in all business dealings.
• Ensure Vendors understand and flow down federal obligations, such as those under the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS).
• Foster a culture of accountability that mitigates risks like fraud, corruption, or non-compliance, which could lead to contract termination, debarment, or legal penalties.
• Provide protections for all parties by encouraging open reporting and prohibiting retaliation.

Vendors must comply with this Code as a condition of doing business with Black Ball. In cases of conflict, adhere first to applicable laws and regulations, then contract terms, and finally this Code. If local laws are less stringent, this Code prevails. Violations may result in corrective actions, including termination of relationships, and reporting to authorities if required by law.

For questions or concerns, contact Black Ball’s Ethics and Compliance Officer at ethics@blackballlogistics.com.

2. Compliance with Laws and Regulations

Vendors must conduct all business ethically and in full compliance with federal, state, local, and international laws and regulations applicable to their operations. This includes, but is not limited to:

• General Legal Compliance: Adhere to all laws governing business practices, including antitrust, environmental, labor, and safety standards. Vendors are responsible for understanding and complying with these in their jurisdictions and ensuring their subcontractors do the same.
• Government-Specific Requirements: As Black Ball is a federal contractor, Vendors must comply with flowed-down provisions from our government contracts. This includes:
  • Procurement integrity under the Procurement Integrity Act (41 U.S.C. §§ 2101-2107), prohibiting improper disclosure or use of source selection information.
  • Export controls under the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), ensuring no unauthorized exports of controlled items or data.
  • Anti-boycott laws, avoiding participation in unsanctioned foreign boycotts.
  • Socioeconomic policies, such as small business subcontracting plans under FAR 52.219-9.

Vendors must maintain systems to monitor compliance, conduct due diligence on their supply chains, and report any risks or non-compliance to Black Ball promptly. Failure to comply may expose all parties to audits, investigations, or penalties, and Black Ball reserves the right to audit Vendor records for verification.

3. Anti-Bribery, Anti-Corruption, and Fair Competition

Black Ball has zero tolerance for bribery, corruption, or unfair competitive practices. Vendors must:

• Prohibition on Bribes and Kickbacks: Never offer, promise, give, or accept bribes, kickbacks, or improper payments to influence business decisions, including those involving government officials. This includes facilitating payments or anything of value that could be seen as improper.
• Gifts, Entertainment, and Business Courtesies: Limit gifts, meals, or entertainment to nominal value and ensure they are permissible under law and the recipient’s policies. Pre-approval from Black Ball is required for any courtesies involving government personnel. Prohibit lavish or frequent offerings that could create the appearance of impropriety.
• Antitrust and Fair Competition: Compete fairly without engaging in price-fixing, bid-rigging, market allocation, or collusion. Comply with U.S. antitrust laws and report any suspected violations.

Vendors must adhere to the Foreign Corrupt Practices Act (FCPA), Anti-Kickback Act (41 U.S.C. §§ 8701-8707), and FAR 52.203-7 Anti-Kickback Procedures. Conduct due diligence on business partners to ensure they are not involved in corrupt activities. These measures protect all parties from criminal liability, fines, and reputational harm.

4. Conflicts of Interest and Organizational Integrity

Vendors must avoid situations where personal or business interests conflict with those of Black Ball or the government. This includes:

• Personal and Organizational Conflicts: Disclose any relationships, financial interests, or activities that could impair objectivity, such as family ties to Black Ball employees or government officials involved in our contracts.
• Hiring and Interactions with Government Employees: Comply with restrictions on hiring former government officials (e.g., post-employment rules under 18 U.S.C. § 207). Avoid unauthorized discussions about employment with current officials.

Vendors must align with FAR 3.101-2 on avoiding the appearance of conflicts and FAR 52.203-16 Preventing Personal Conflicts of Interest. Prompt disclosure to Black Ball allows for joint resolution, protecting contract integrity and preventing disputes or debarment.

5. Human Rights, Labor, and Workplace Standards

Black Ball expects Vendors to uphold human rights and provide safe, fair working conditions. Vendors must:

• Anti-Trafficking and Child Labor: Prohibit forced labor, human trafficking, or child labor. Ensure all workers are of legal age and employed voluntarily, with fair wages and hours.
• Equal Opportunity and Non-Discrimination: Promote diversity and prohibit discrimination based on race, color, religion, sex, national origin, disability, veteran status, or other protected characteristics. Foster inclusive workplaces.
• Health, Safety, and Environment: Maintain safe environments compliant with Occupational Safety and Health Act (OSHA) standards. Minimize environmental impact through sustainable practices, adhering to Environmental Protection Agency (EPA) regulations.

Flow down FAR 52.222-50 Combating Trafficking in Persons and Executive Order 11246 on affirmative action. These standards protect workers’ rights, reduce legal risks, and ensure ethical supply chains.

6. Confidentiality, Data Protection, and Intellectual Property

Vendors must safeguard sensitive information and respect intellectual property (IP):

• Protection of Confidential Information: Handle Black Ball’s and government data (e.g., Controlled Unclassified Information (CUI), covered defense information) with care. Use only for authorized purposes and report breaches immediately.
• Cybersecurity and Reporting Incidents: Implement safeguards per NIST SP 800-171 and report cyber incidents as required.
• Intellectual Property Rights: Respect IP rights, avoid infringement, and comply with data rights under FAR 52.227-14.

Adhere to DFARS 252.204-7012 Safeguarding Covered Defense Information. These obligations prevent data loss, national security risks, and legal claims.

7. Accurate Records, Reporting, and Quality Assurance

Vendors must maintain truthful records and deliver high-quality goods/services:

• Record-Keeping and Audits: Keep accurate books for at least three years (or as required by law) and allow audits by Black Ball or government authorities.
• Product Quality and Counterfeit Prevention: Ensure products meet specifications and prevent counterfeit parts per DFARS 252.246-7007.

Comply with FAR 52.215-2 Audit and Records—Negotiation. This ensures transparency and protects against false claims.

8. Reporting Violations and Non-Retaliation

Vendors must provide safe channels for reporting concerns, such as anonymous hotlines, without fear of retaliation. Report suspected violations of this Code, laws, or federal contracts to Black Ball or authorities. Align with FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements. This fosters accountability and protects whistleblowers.

9. Training, Enforcement, and Consequences

Vendors must implement ethics training programs commensurate with their size, per FAR 52.203-13. Black Ball will monitor compliance through audits and self-certifications. Violations may lead to corrective plans, suspension, termination, or reporting to government agencies. We encourage proactive risk management to safeguard all parties.

Acknowledgment: By doing business with Black Ball, Vendors certify they have read, understand, and agree to comply with this Code. Updates will be posted online; continued business constitutes acceptance.

For more information, visit www.blackballlogistics.com/ethics or contact our Ethics Officer.