Supplier Code
of Conduct


The purpose of this Supplier Code of Conduct (“Code”) is to articulate Sphere’s expectations for ethical, legal, and socially responsible conduct from any individual or entity with which we conduct business or that conducts business, directly or indirectly, on our behalf.  Such entities may include suppliers, vendors, independent contractors, subcontractors, agents, brokers, or consultants (collectively, “Supplier” or “Suppliers”).   

Expectations of Suppliers

Suppliers must comply with applicable laws, regulations, and legal obligations in all dealings. 

Suppliers must have in place proportionate policies and management systems to comply with this Code when providing goods or performing services for or on behalf of Sphere. This should include training to enable employees and personnel to understand risk identification, mitigation, and escalation procedures in place for complying with this Code. 

Suppliers are expected to seek to ensure that their own suppliers, business partners, contractors and sub-contractors are aware of the expectations. 

Business Integrity

Ethics, Anti-Corruption and Anti-Bribery 

Suppliers must act ethically, with honesty, integrity and professionalism and maintain the highest standards of good governance in their business dealings with or on behalf of Sphere.  

Suppliers must comply with applicable laws relating to the prevention of bribery, corruption, fraud, kickbacks, tax evasion, insider trading, or similar or related activities and never accept or allow bribery or corruption in any form, whether by Supplier or by any third party who acts on their behalf. 

Suppliers must avoid, where possible, directly, or indirectly, activities, relationships or situations which lead to or may lead to a conflict of interest with Sphere or commitments under this Code, without prior authorization and must identify and report any situation that could create an actual or perceived conflict of interest, be it competing personal or professional interests. 

Confidentiality, Intellectual Property Data Privacy 

Suppliers must protect Sphere’s confidential information and intellectual property rights and ensure that relevant materials are used only as permitted. 

Suppliers must respect privacy rights and comply with all applicable laws relating to data protection and data security. 

Antitrust/Fair Competition 

Suppliers must fully comply with all antitrust and competition laws in the countries in which they do business, for example, by not engaging in collusive bidding, price fixing, price discrimination or any other unfair trade practices in violation of applicable antitrust and competition laws.  

International Trade 

Suppliers must comply with all trade laws applicable to Sphere in performance of Supplier’s obligations.  Those trade laws include United States Anti-Boycott Laws, U.S./EU trade sanctions laws, export control laws, import laws, laws regarding supply chain security. 

Product Quality & Continuous Improvement 

Supplier’s products and/or services must meet quality and safety standards required by applicable law, be fit for intended purposes, and comply with Sphere’s quality or other requirements. 

Human Rights & Labor Conditions 

We value the protection of human rights throughout our supply chain and expect Suppliers to respect human rights, avoid causing or contributing to adverse human rights impacts within the context of their own activities and address any adverse human rights impacts that they identify through a legitimate remediation process. Sphere further expects Suppliers to seek ways to prevent or mitigate adverse human rights impacts that are directly linked to their business operations, products, or services through a business relationship, even if the Suppliers do not directly contribute to those impacts. 

Sphere opposes any and all illegal and unethical treatment of people, including any forced labor or human trafficking and we expect our Suppliers to prohibit involuntary or forced labor and human trafficking throughout their supply chains.  Suppliers will use due diligence throughout their supply chain as a means to identify and prevent involuntary or forced labor, human trafficking, and other adverse human rights impacts or human rights risks, and will have remediation measures in place to address potential human rights or labor issues that may arise. 

Forced Labor and Violence Against Workers 

Suppliers must not use any forced or involuntary labor, whether prison labor, bonded, indentured or otherwise.  Suppliers must use due diligence to ensure that subcontractors do not use such labor.  Physical punishment, confinement, use of weapons, threats of violence, or other forms of physical, sexual, psychological, or verbal harassment or abuse are strictly prohibited.  Suppliers are required to avoid practices that promote or support mistreatment of members of the community in which they operate. 

Child Labor 

The unlawful use of child labor by Suppliers is forbidden under any circumstances.  If the country in which a Supplier is doing business does not define “child” for purposes of minimum age of employment, the minimum age shall be 15 years of age.  If the Supplier employs minors, the Supplier shall comply with all laws regulating hours and working conditions for minors.  If the type of work conducted by Supplier is likely to jeopardize health, development, education, or safety of a minor, then the minimum age of employment shall not be less than 18 years.  

Wages and Working Hours 

Suppliers must comply with any applicable law and collective agreements as well as industry standards and best practice in relation to wages and working hours, breaks and overtime and ensure that wages are paid regularly, on time, or in accordance with local law or contractual requirements. 

Health and Safety  

Suppliers must provide their employees with a safe and healthy workplace, establish, and follow procedures aimed at safeguarding employees, and comply with all applicable federal, state, and local health and safety laws. 

Anti-Discrimination and Anti-Harassment 

Suppliers must treat all workers with dignity and respect and be guided throughout their operations by the principle of equality of opportunity.  Disrespectful, inappropriate behavior, unfair treatment or retaliation of any kind will not be tolerated.  Actions such as threats of violence and/or other forms of physical, sexual, psychological, or verbal abuse and/or harassment will never be allowed or condoned.  

Suppliers must comply with all laws prohibiting discrimination in hiring and employment practices including in determining salary, benefits, advancement, discipline, termination, or retirement.  Such discrimination is prohibited on any basis, including based on race, religion, sex, age, physical ability, national origin, social or ethnic origin, sexual orientation, gender identity, political affiliation, or any other applicable basis.

Freedom of Association 

Suppliers must respect the rights of workers to freedom of association, organization, and collective bargaining in a lawful and peaceful manner without retaliation, penalty, or interference. 

Diversity, Equity & Inclusion 

Sphere is committed to fostering, cultivating, and preserving a culture of diversity, equity, and inclusion. 

Our human capital is the most valuable asset we have. The collective sum of the individual differences, life experiences, knowledge, inventiveness, innovation, self-expression, unique capabilities, and talent that our employees invest in their work represents a significant part of not only our culture, but our reputation and company’s achievement as well. 

Sphere’s diversity and commitment include, but are not limited to, our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; layoffs; terminations; and the ongoing development of a work environment built on the premise of gender and diversity equity that encourages and enforces: 

  • Respectful communication and cooperation between all employees. 
  • Teamwork and employee participation, permitting the representation of all groups and employee perspectives. 
  • Work/life balance through flexible work schedules to accommodate employees’ varying needs. 
  • Employer and employee contributions to the communities we serve to promote a greater understanding and respect. 

Environmental Sustainability

Sphere believes that protecting the environment is a collective responsibility.  Suppliers must comply with all applicable environmental laws, regulations, and permit requirements.   Suppliers are also encouraged to identify and monitor environmental impacts of their activities and, wherever possible, reduce those impacts.

Reporting & Record Keeping

If a Supplier becomes aware of a circumstance or action that contravenes, or is suspected to contravene this Code, they must raise this with us by providing written notice to your Sphere representative. Failure to do so may result in a determination of non-compliance with this Code. 

Supplier shall maintain accurate and transparent records to demonstrate compliance with this Code. Sphere may request information from a Supplier to verify compliance with this Code including, but not limited to, performing audits and inspections to evidence ongoing compliance.  Suppliers must cooperate in a timely manner in responding to such requests.  We reserve the right to work with our Suppliers to create a jointly agreed improvement plan on those issues where development is needed or desirable.  Sphere reserves the right to terminate any agreement with any Supplier for a material breach of this Code, applicable laws, rules, and regulations, and/or internationally recognized standards that is not cured on 30 days’ notice.