Vendor Code of Conduct for Brown University Licensees
- Introduction: Brown University is committed to conducting its business affairs in a socially responsible manner consistent with its educational and public service mission. Brown University expects high quality in the products, services and business practices of all of its business partners and licensees. Therefore, Brown University will select only those licensees who will conduct their business in a manner consistent with Brown's Code of Conduct (Code) and will commit to following the CodeÕs work place standards.
- Notice: This Code shall apply to all licensees of Brown University. Throughout this Code the term "licensee" shall include all persons or entities who have entered a written Licensing Agreement with Brown University to manufacture products bearing the name, trademarks and/or images of Brown University. "Licensee" shall also include the licensee's respective contractors, subcontractors, vendors, manufacturers, sub-licensees and any related entities throughout the world engaged in the manufacturing process that results in a finished licensed product for the consumer. "Manufacturing process" shall include assembly and packaging.
As a condition of being permitted to produce and/or sell licensed products bearing the name, trademarks and/or images of Brown University, each licensee must comply with the Code and also ensure that its contractors comply with the Code. This Code constitutes a new requirement for licensees pursuant to Paragraph 16 of the Licensing Agreement. Accordingly, all licensees and contractors are required to agree in writing to this new provision and to adhere to this code within 12 months. This Code is intended as an instrument for productive change, not withdrawal.
- Remediation: If Brown University determines that any licensee or contractor has failed to remedy a violation of this Code, then Brown University will consult with the licensee to examine the issues and determine the appropriate measures to be taken. At minimum, the remedy will include taking steps necessary to correct such violations, including, and without limitation, paying all applicable back wages, or any portion of them, found due to workers who manufactured the licensed articles. If consultation and agreed upon measures fail to adequately resolve the violations within a specified time period, then Brown University and licensee will implement a corrective action plan on terms acceptable to Brown University. Pursuant to Paragraph 11 of the Licensing Agreement, Brown University reserves the right, with sixty (60) days written notice, to terminate its relationship within thirty (30) days after notice in writing with any licensee that continues to conduct its business in violation of the corrective action plan.
- Standards: Brown University seeks licensees who take a leadership role on these issues and, to the extent practical, exceeds the standards in this Code. Brown University licensees must operate work places, and ensure that their contractors operate work places, that adhere to the following minimum standards and practices:
- Legal Compliance: Brown University licensees must comply with all applicable legal requirements in conducting business related to, or involving, the production or sale of products or materials bearing the name, trademarks and/or images of Brown University. Where there are differences or conflicts with this code and the applicable laws of the country of manufacture, the higher standard shall prevail.
- Environmental Compliance: Licensees will be committed to the protection and preservation of the global environment and the world's finite resources, and conduct business accordingly.
- Ethical Principles: Licensees will be committed in the conduct of their business to a set of ethical standards which include, but are by no means limited to honesty, integrity, trustworthiness, and respect for the unique intrinsic value of each human being. Brown will consider a company's demonstrated commitment to these principles in the selection of its licensees.
- Employment Standards: Brown University seeks licensees who take steps to ensure progressive employment standards and competitive wages and benefits to its employees, and to others engaged in the production of its licensed products. Brown University will only do business with licensees whose workers are present at work voluntarily, not at undue risk of physical harm, fairly compensated and not exploited in any way. In addition the following specific guidelines must be followed:
- Wages and Benefits: Licensees recognize that wages are essential to meeting employees' basic needs. Licensees must provide wages and benefits which comply with all applicable laws and regulations, and which match or exceed the local prevailing wages and benefits in the relevant industry. Work at home shall be included in the calculation of the weekly hours worked.
- Working Hours: Except in extraordinary circumstances employees shall not be required to work more than the lesser of (a) 48 hours per week and 12 hours of overtime or (b) the limits on regular and overtime hours allowed by the law of the country, but not less than at a rate equal to their regular hourly compensation rate.
- Overtime Compensation: In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such a premium rate as is legally required in that country, but not less than at a rate equal to their regular hourly compensation rate.
- Child Labor: No person shall be employed at an age younger than 15 (or 14, where, consistent with International Labor Organization practices for developing countries, the law of the country allows such exception). Where the age for completing compulsory education is higher than the standard for the minimum age of employment stated above, the higher age for completing compulsory education shall apply to this section. Licensees agree to work with governmental, human rights, and non-governmental organizations, as determined by Brown University and licensee, to minimize the negative impact on any child released from employment as a result of the enforcement of this Code.
- Forced labor: There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.
- Health and Safety: Licensees must provide workers with a safe and healthy work environment. If residential facilities are provided to workers, they must be safe and healthy facilities.
- Nondiscrimination: Licensees shall employ individuals solely on the basis of their ability to perform the job, without consideration of sex, age, race or pregnancy status.
- Harassment or Abuse: Every employee shall be treated with dignity and respect. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse. Licensees will not use or tolerate any form of corporal punishment.
- Freedom of Association: Licensees shall recognize and respect the right of employees to freedom of association and collective bargaining and shall not prevent or interfere with the organizing process nor dismiss workers who exercise their right to organize.
- Labor Standards Environment: In countries where law or practice conflicts with these labor standards, licensees agree to work with governmental, human rights, labor and business organizations to achieve full compliance with these standards. Licensees further agree to refrain from any actions which would diminish the protections of these labor standards. In addition to all other rights under the Licensing Agreement, Brown University reserves the right to refuse renewal of Licensing Agreements for goods made in countries where:
Brown University shall make such determination based upon examination of reports from governmental, human rights, labor and business organizations and after consultation with the relevant licensee.
- progress toward implementation of the employment standards in the code is no longer being made; and
- compliance with the employment standards in the Code is deemed impossible.
- Compliance and Disclosure: Sixty (60) days prior to the date of the licensee renewal, licensee shall provide the following to Brown University:
- the company names, owners and officers, addresses, phone numbers, e-mail addresses and nature of the business association for all of the licensees' contractors and manufacturing plants which are involved in the manufacturing process of items which bear, or will bear, the name, trademarks and/or images of Brown University;
- written assurances that it and its contractors adhere to this Code (except that in the initial phase-in of the Code, licensee must provide such written assurances within 6 months of receipt of this Code); and
- a summary of the steps taken, and/or difficulties encountered, during the preceding year in implementing and enforcing this Code at each site.
Licensee shall immediately report to Brown University when changes occur that materially affect the application of these labor standards, such as the selection of a new factory.
- Verification: It shall be the responsibility of each Brown University licensee to ensure its compliance with this Code.
Internal and External Monitoring: It is recognized that clearly defined methods of internal monitoring, training and independent external monitoring have not been determined by Brown University and licensee. Brown University and licensee agree to undertake efforts to determine and clearly define the obligations associated with the development of adequate training and monitoring methods, including a reasonable time frame within which compliance measures, including internal monitoring and independent external monitoring, will begin.
Brown University seeks to join with other licensers, licensees, agents, and business, human rights, labor and governmental organizations to demonstrate its commitment to independent external monitoring. In this process Brown University and licensee are committed to the principles of:
- establishing clear evaluation guidelines and criteria;
- creating a database of records and information required to determine compliance with this Code;
- creating an informed work force, including communicating this Code to workers in their languages, both orally and by posting this Code in a prominent place at the factories;
- access, on a confidential basis, to the manufacturing facilities and information required to determine compliance with this Code by independent external monitors selected by Brown University and agreed to with the licensee;
- conducting periodic announced and unannounced visits, as agreed upon by licenser and licensee on a confidential basis, of an appropriate sampling of company factories and facilities of contractors to survey compliance with this Code;
- opportunity for employees to report noncompliance with this Code in a manner that ensures they will not suffer retaliation for doing so;
- establishing relationships with labor, human rights, religious and other local institutions; and
- publicizing to consumers the content of this Code and the compliance by site (excluding proprietary information) with this Code by licensees.