Supplier's Code of Conduct

The Company would typically consider a possible conflict to exist if a Supply Management employee or any employee outside of Supply Management that in any way influences the purchase decision, volume or terms with, or evaluation of the performance of that Company is or becomes affiliated with a business entity that is a Supplier, or otherwise does business with Bright Horizons.

This possible conflict of interest is considered to exist when an employee holds any business relationship with or has any financial interest in competitors, clients or suppliers or, in the instance of the corporation or entity that is listed on a national or international securities exchange, has an interest which has a total investment value of more than one tenth of one percent (0.1%) of the outstanding stock of the corporation or entity. A business relationship is also considered to exist if an employee is closely related to, or is a close friend of, anyone in a non-public company doing business with Bright Horizons.

Purchase or sale of goods and services must not lead to employees or their families receiving personal kickbacks or rebates. “Kickbacks or rebates” can take many forms and are not limited to direct cash payments or credits. In general, if an employee or family member stand to gain personally as a direct or indirect result of the transaction being considered, it is prohibited. Such practices are not only unethical but are in many cases illegal.

In many instances, Bright Horizons purchases goods or services from a Supplier who also buys services from us. The practice is normal and acceptable, but any form of undue pressure for reciprocity with that supplier is not. Suppliers should not be asked to buy our products or services as a condition of doing business or to continue to be a Supplier to the Company.

When a family member or close friend, or someone living in the same household of an employee or Member of our Board of Directors works for a supplier of Bright Horizons, there is the potential for favoritism or inappropriate sharing of confidential information. All such relationships must be reported to the Bright Horizons Compliance Officer.

Bright Horizons’ reputation for honesty and integrity must never be subject to question. Suppliers should ensure that acceptance of any business courtesies, gifts or entertainment is proper and could not reasonably be construed as an attempt by the offering party to secure favorable treatment. Employees may not accept gifts of money under any circumstances nor may they solicit non-monetary gifts or any other personal benefit or favor of any kind from Suppliers. Bright Horizons employees may accept unsolicited gifts or other business courtesies from actual or potential Suppliers or other business partners provided they are not of material value (generally under $75) and are not given with the purpose of influencing one’s judgment. An acceptable gift would be considered a pen and calendar with the Supplier’s name. An unacceptable gift would be an expensive watch or non-logo article of clothing. When refusing a gift would be discourteous, the gift will be promptly turned over to the Compliance Officer.

Bright Horizons employees may not receive any payments, referral fees, finder’s fees, or perquisites. Bright Horizons employees may accept occasional meals, refreshments, or other entertainment appropriate to the circumstances in connection with normal business discussions, unless they are offered solely to influence the employee’s business decision.

Personal travel should not be paid for by Bright Horizons or by any of its Suppliers. Employees may not encourage or solicit entertainment for any individual or company with whom the Company does business. From time to time, employees may offer or accept entertainment but only if the entertainment is reasonable, occurs infrequently, and does not involve lavish expenditures. Offering or accepting entertainment that is not a reasonable adjunct to a business relationship, but is primarily intended to gain favor or influence, is prohibited.

An example of acceptable practice would be attending a professional sporting event or having a meal with a representative of the Supplier. During the course of the event, the business relationship would normally be discussed. An example of an inappropriate practice would be accepting a free trip that is paid for by the Supplier and is not related to business. For example, a trip paid by a Supplier or potential Supplier to the Supplier’s vacation house or to a resort would not be appropriate.

A Supplier may pay for travel costs and lodging costs of Bright Horizons’ employees when the travel is specific to and appropriate to the business relationship. For example, it would be acceptable for a Supplier to cover the cost of travel and lodging for Bright Horizon’s employees to the Supplier’s headquarters or a conference that relates to the business at hand and provided that such travel and lodging are unduly lavish or inappropriate for the business purpose .

If an employee of the Company uses its Suppliers or contractors for personal business, they are expected to pay full market value for services rendered and materials provided. Bright Horizons employees may not accept any discount or other preferential treatment because of their position with Bright Horizons, but may accept discounts or preferential services extended to all Bright Horizons’ employees. Extensions of special pricing agreements to employees should be added on to the negotiated business arrangement, not a condition of obtaining the contract. Volume discounts that include employee purchases in calculating the total volume achieved, which enhance the value to Bright Horizons, are permissible and encouraged. Special purchases or arrangements that benefit a specific individual or group must be avoided.

All Bright Horizons’ Suppliers are treated equally during the formal sourcing process period. All parameters concerning bidding, re-bidding and negotiations should be established prior to the issuance of a request for a proposal. Procedures should be communicated simultaneously to all suppliers in a consistent manner. When re-bidding, all bidders in contention should be given the same opportunity to re-bid.

Bright Horizons employees are prohibited from making or authorizing bribes, payments for illegal acts, offering, paying or authorizing payment to foreign government officials, political parties or their officials, or political candidates for the purpose of obtaining, retaining or directing business, or any other use of Company property or resources in a manner that creates a conflict of interest or violates applicable law.

Any payment made to an outside party shall be made only for identifiable goods or services and shall be appropriate in relationship to the services provided.

Gifts or other benefits of value may never be given if doing so is prohibited by law or otherwise prohibited by this Code of Conduct or other Company policies and procedures.

Bright Horizons employees are responsible for safeguarding the tangible and intangible assets of Bright Horizons and our clients, suppliers and families that are under our control. Company property and resources, should be used solely for Company purposes, unless authorization is obtained in advance from a manager. Assets include cash, furniture, fixtures and equipment, business plans and financial reports, customer information, supplier information, child and family information, intellectual property (computer programs, models and other items), physical property and services.

Company property, resources or position may never be used for improper personal gain, and employees are prohibited from taking or keeping Company property or resources upon termination of their employment or affiliation with Bright Horizons. Copying, selling, using or distributing information, software, and other forms of Bright Horizons’ intellectual property or any intellectual property in violation of license agreements is also prohibited. Misappropriation of corporate assets is a breach of duty to Bright Horizons and may constitute an act of fraud against the Company. Similarly, carelessness or waste in regard to corporate assets is also a breach of duty to Bright Horizons. Reporting Violations and Seeking Guidance Employees and Suppliers are encouraged to report actual and suspected breaches of the Code of Conduct. Please contact the Chief Compliance Officer or the VP of Compliance at 617.673.8000.