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Basic Agreement For Huawei Supplier Qualification V1.0
Basic Agreement For Huawei Supplier Qualification V1.0
Basic Agreement For Huawei Supplier Qualification V1.0
1 The Parties
For the purpose of this Basic Agreement:
“Cooperation” shall mean the business relationship established between Huawei and Supplier for
the purpose of purchasing products and services by Huawei from the Supplier under this Basic
Agreement.
"Huawei" shall mean Huawei Investment & Holding Co., Ltd. and/or its global subsidiaries and
affiliates.
"Supplier" shall mean an enterprise, organization, or person, who agrees to be bound by this Basic
Agreement and wants to become or has been a supplier of Huawei.
Both of Huawei and Supplier can collectively be referred to as "Parties", or singularly as a "Party", as
the case maybe.
3 Amendments
Huawei reserves the right to amend this Basic Agreement from time to time. The amended version
shall replace the previous version on the date on which the amendment is published without any
further notice from Huawei. Supplier may query and/or download the latest version of Basic
Agreement from the Huawei Portal (www.huawei.com). If you do not accept the amended version,
you should immediately stop all businesses with Huawei, including new businesses that have not
been commenced as well as ongoing businesses for which the bidding or business negotiation
process is underway.
4 Entire Agreement
This Basic Agreement is the entire understanding between the Parties concerning the subject matter
hereof and supersedes all prior discussions, agreements, and representations, whether oral or
written, expressed or implied.
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5 Severability
If any clause in this Basic Agreement is held by competent judicial authority to be invalid in any
respect, such invalidity shall not affect the validity of the remainder of this Basic Agreement, provided
that such invalid clause does not materially affect the Parties' rights and obligations under this Basic
Agreement. The Parties shall negotiate in good faith to replace the invalid clause by such as has the
effect nearest to that of the clause being replaced.
referred to as "Parties".
2 Scope of Application
This Agreement governs the actions, rights, and obligations regarding the disclosure, usage, and
protection of Confidential Information before the Effective Date and during the term of the Basic
Agreement. The duties and obligations of each Party under this Agreement shall survive the
termination of the business relationship between the Parties until such time when the duties and
obligations lapse in accordance with Article 4 Exclusion to Confidential Information of this
Agreement.
3 Confidential Information
3.1 Confidential Information shall mean
(1) Any information or data which are disclosed to the Recipient under the terms of this Agreement,
including but not limited to trade secrets, know-how, research results, business plans, customer
information, financial data, document templates, programming specifications, development
processes, quality standards, contract clauses, and any information shall be kept confidential
that the Discloser receives from a third party;
(2) Any information that Supplier receives or learns from Huawei's customer during the Cooperation
between Parties, including but not limited to trade secrets, know-how, research results, business
plans, customer information, financial data, document templates, programming specifications,
development processes, quality standards, and contract clauses, whether in written, oral,
electronic, and physical form, and that either is deemed having a confidential value to Huawei's
customer, or Huawei's customer has a confidentiality obligation for. Article 3.2 Means of
Disclosure shall not bind the means of disclosing to or receiving information from Huawei's
customer.
3.2 Means of Disclosure
Confidential Information shall be disclosed in written and marked "CONFIDENTIAL", with the name of
the Discloser and the date of disclosure. If the Confidential Information is initially disclosed orally, it
shall be reduced to written form (including the date of the oral disclosure and name of the Discloser)
by the Discloser and submitted to the Recipient within fifteen (15) days of the first oral disclosure.
confidentiality;
(4) is independently developed by the Recipient without the use of any of the Confidential
Information;
(5) is explicitly approved for release by written authorization of the Discloser; or
(6) is explicitly approved for release by written authorization of Huawei's customer, if it is Huawei's
customer's Confidential Information.
5 Use Restrictions
The Recipient agrees to use Confidential Information only for the purposes of the Cooperation, and
shall:
(1) not reverse engineer, de-compile, or disassemble any Confidential Information;
(2) not disclose, publish, spread, or distribute Confidential Information to any third party other than
its employees who have the needs to know in order to perform their work, and such disclosure
shall be limited to the extent that the purpose of the Cooperation can be achieved;
(3) use reasonable care, but in no event less than the same degree of care that it uses to protect its
own confidential and proprietary information of similar importance, to prevent any unauthorized
use, disclosure, publication, or dissemination of Confidential Information;
(4) not use Confidential Information for its own benefits or those of any third party without prior
written permission from the Discloser; and
(5) Supplier shall not use Huawei's customer's Confidential Information for its own benefits or those
of any third party without prior written permission from Huawei's customer.
7 Non-Publicity
Without a written permission from the other Party, neither party may publish the relationship between
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the Parties in any way, express or implied, through any media channel, including but not limited to,
official websites, newspapers, broadcasts, television, magazines, etc. Information regarding
Cooperation includes, without limitation, the relationship, the scope, value, and project of the
Cooperation, the content of any contracts, customer information, the future trends of the Cooperation,
etc.
9 Ownership
(1) All Confidential Information is and shall remain the property of the Discloser. Nothing in this
Agreement shall be construed as transferring or granting any express or implied license under
the Confidential Information of the Discloser, nor shall the Recipient use Confidential Information
outside the scope of the Cooperation.
(2) For the Confidential Information provided by Huawei's Customer, Huawei's customer shall be
deemed as the owner. Nothing in this Agreement shall be construed as transferring or granting
any express or implied license under the Confidential Information of Huawei's customer. Supplier
shall not use Huawei's customer's Confidential Information outside the scope of the Cooperation
or any limitation imposed by Huawei's customer in writing.
10 No Warranty
(1) Unless otherwise agreed to between the Parties, all the Confidential Information is provided "AS
IS" without warranty of any kind. The Recipient agrees that the Discloser shall not be liable to the
Recipient for any losses of whatsoever nature arising from or relating to Recipient's use or not
being able to use such Confidential Information.
(2) Huawei makes no warranties or presentations to Supplier with respect to Huawei's customer's
Confidential Information and shall not be liable to Supplier for any losses of whatsoever nature
arising from or relating to Supplier's use or not being able to use such Confidential Information.
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11 Liabilities
(1) Both Parties expressly agree that due to the unique nature of Confidential Information, monetary
damages may be inadequate to compensate the Discloser's losses for any breach of the
Agreement by the Recipient. Therefore, in order to provide more effective protection for their
interests, the Parties agree and acknowledge that upon any such breach or any threat thereof, in
addition to any other remedies available at law, in equity, or otherwise,
(i) the Discloser shall be entitled to obtain an injunctive relief against the breach or threatened
breach of the Agreement by the Recipient, without the necessity of proving any actual
damages;
(ii) the Discloser shall be entitled to be compensated by the Recipient for any and all losses or
damages, including without limitation, attorney's fees, court costs, and any costs or
expenses arising out of or in connection with any breach of Recipient's obligations under
this Agreement or the unauthorized use or disclosure of Discloser's Confidential Information;
and
(iii) the Recipient shall defend, indemnify, and hold harmless the Discloser against any
third-party claim, including but not limited to claim by Huawei's customer, arising from or in
connection with Recipient's breach of this Agreement.
(2) Supplier acknowledges and agrees that in the event its breach or threatened breach of this
Agreement involving Huawei's customer's Confidential Information, Huawei shall be entitled to
make claim against Supplier and take any protective measures on behalf of Huawei's customer
in accordance with this Agreement; and that the aforesaid notwithstanding, Huawei shall not be
jointly liable with its customer.
1 Preface
In order to protect the legitimate business rights and interests during the course of Cooperation
between Supplier and Huawei, to fully demonstrate the spirits of fairness, impartiality, honesty, and
faithful cooperation with Huawei, to combat commercial bribery, unfair competition, and commercial
frauds, as well as to establish mutual cooperation based on trust and honesty, Supplier makes the
following commitments and presentations to Huawei.
2 Commitments
(1) Supplier shall comply with the applicable laws and regulations and other rules relating to fair
trade, honesty, and self-disciplined anti-corruption practice, and conduct regular training on
honesty and integrity for its employees so as to ensure that they possess professional integrity
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relations which may lead to transfer of the business entity’s interests) between Supplier and
other bidder(s).
(5) Supplier shall carry out the spirit of integrity and good faith throughout the course of its business
with Huawei and at a minimum comply with the following:
(i) Do not supply to Huawei any products or materials which to Supplier's knowledge are not in
conformity with the agreed quality standards or technical specifications.
(ii) Do not promote to Huawei any products or materials which are against the future trend of
the industry or do not match Huawei's technical development roadmap.
(iii) Make sure that all documents, information, data, statements, and oral representations
provided to Huawei are true and correct.
(iv) Strictly comply with all the commitments made, and all contracts, agreements, and
memorandums signed with Huawei; ensure that products or services are provided to
Huawei on time, in agreed quantity, and with agreed quality; and be reasonable in making
quotations to Huawei without any fraudulent statements or misrepresentation, and avoid
profiteering.
(v) Do not collude, induce, or influence any third party such as a supervisory company or its
personnel in any attempt to undermine their duty on quality supervision, or to intentionally
conceal any product or service quality issues which are known or shall be known.
3 Liabilities
Because Supplier's breach of its commitment herein may result in irreparable economic harm and all
kinds of legal consequences detrimental to Huawei, Supplier shall assume the following liabilities in
the event there is a breach by Supplier or its personnel of one or more provisions herein:
(1) Huawei is entitled to disqualify Supplier as Huawei's supplier, unilaterally terminate the
procurement agreement without liability therefrom, put Supplier on Huawei's blacklist of
suppliers, and reserve the right to take any further action available under law against Supplier.
Huawei's rights to claim against Supplier for damages and compensation shall survive the
change and termination of the procurement business relationship between the Parties.
(2) Supplier shall refund to Huawei all the improper profits gotten from bribery, and pay to Huawei a
one-off liquidated damage in the amount of fifteen percent (15%) of the total procurement
amount, i.e. PO amount, including all paid as well as unpaid amounts occurred during the period
from the date when the bribery first occurs until the bribery is discovered.
(3) Supplier shall refund to Huawei all the improper profits gotten from the behavior of not voluntarily
disclosing the Conflict of Interest Supplier and/or affiliated relation, and pay to Huawei a one-off
liquidated damage in the amount of fifteen percent (15%) of the total procurement amount, i.e.
PO amount, including all paid as well as unpaid amounts occurred during the period from the
date when Supplier fails to report the affiliated transaction to the date when the transaction is
discovered.
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(4) Supplier shall indemnify Huawei for all the costs and losses incurred by Huawei arising from or in
connection with Supplier's breach herein, including but not limited to production delays, cost
increase due to change to a new supplier, and fines or penalties imposed by governmental
authorities.
Huawei is entitled to offset the above amount from any amount payable from Huawei to Supplier.
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This Supplier Corporate Social Responsibility Agreement ("Agreement") is formulated based on the
Electronic Industry Citizenship Coalition Code of Conduct (hereinafter referred to as "the Code",
http://www.eiccoalition.org) which establishes standards to ensure that working conditions in the global
electronics supply chain are safe, that workers are treated with respect and dignity, and that business
operations are environmentally responsible and ethically compliant.
Fundamental to adopting the Code is the understanding that all businesses must operate in full
compliance with the laws, rules and regulations of the countries in which they operate. It is encouraged
that Supplier go beyond the aforesaid legal responsibilities by benchmarking internationally recognized
standards, so as to advance its social and environmental responsibilities and compliance with ethical
rules.
Upon execution of this Agreement, both Parties agree to adhere to the principles set forth in the Code and
to plan and implement such principles in their respective organizations. Additionally, Supplier shall have
its downstream suppliers understand the Code and implement the Corporate Social Responsible (CSR)
principles contained in the Code, so that the principles are carried out throughout its supply chain.
Huawei reserves the right to audit Supplier's performance on implementing CSR principles upon a
reasonable prior notice to Supplier.
Sections 1 to 3 outline standards for labor, health and safety, and environment, respectively. Section 4
provides guidelines on how to comply with the requirements set forth in the Code. Section 5 describes the
standards and norms relating to business ethics. Details are as follows:
1. Labor
1.1. Freely Chosen Employment
Forced, bonded (including debt bondage) or indentured labor, or involuntary prison labor shall not to
be used. All work must be voluntary, and workers shall be free to leave or terminate their employment
anytime upon reasonable notice. Workers shall not be required to surrender government-issued
identification, passports, or work permits to Supplier or labor agents as a condition of employment.
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Recognized management systems such as OHSAS 18001 and ILO Guidelines on Occupational
Safety and Health were used as references in preparing the Code and may be a useful source of
additional information.
3. Environmental
Supplier shall recognize that environmental responsibility is integral to producing world-class
products. In manufacturing operations, adverse effects on the community, environment and natural
resources are to be minimized while safeguarding the health and safety of the public.
Recognized management systems such as ISO 14001, the Eco Management and Audit System
(EMAS) were used as references in preparing the Code and may be a useful source of additional
information.
4. Management System
Supplier shall adopt or establish a management system whose scope is related to the content of this
Code. The management system shall be designed to ensure: (1) compliance with applicable laws,
regulations and customer requirements related to the participant's operations and products; (2)
conformance with the Code; and (3) identification and mitigation of operational risks related to the
Code. The management system should also facilitate continual improvement.
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4.6. Training
Programs for training managers and workers to implement Supplier's policies, procedures, and
improvement objectives and to meet applicable legal and regulatory requirements are required.
4.7. Communication
Processes for communicating clear and accurate information about Supplier's performance, practices,
and expectations to workers, suppliers, and customers shall be in place.
4.8. Worker Feedback and Participation
Ongoing processes to assess employees understanding of and obtain feedback on practices and
conditions covered by the Code and to foster continuous improvement are required.
4.9. Audits and Assessments
Supplier shall conduct periodical self-evaluations to ensure conformity to legal and regulatory
requirements, the content of the Code and customer contractual requirements related to social and
environmental responsibility.
4.10. Corrective Action Process
A process for timely correction of deficiencies identified by internal or external assessments,
inspections, investigations and reviews shall be in place.
4.11. Documentation and Records
Supplier shall create and maintain documents and records to ensure regulatory compliance and
conformity to company requirements along with appropriate confidentiality to protect privacy.
5. Ethics
To meet social responsibilities and to achieve success in the marketplace, Supplier shall uphold the
highest standards of ethics including:
5.1. Business Integrity
The highest standards of integrity are to be expected in all business interactions. Supplier shall
prohibit any and all forms of bribe, corruption, extortion and embezzlement (covering promising,
offering, giving or accepting any bribes). All business dealings should be transparently perform ed
and accurately reflected on Supplier's business books and records. Monitoring and enforcement
procedures shall be implemented to ensure compliance with anti-corruption laws.
5.2. No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to be offered or accepted.
5.3. Disclosure of Information
Information regarding business activities, structure, financial situation and performance is to be
disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of
records or misrepresentations of conditions or practices are unacceptable.
5.4. Intellectual Property
Intellectual property rights are to be respected; transfer of technology and know-how is to be done in
a manner that protects intellectual property rights.
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The five sections above are based on the Code, and the following Section 6 is Huawei's further
expectations to Supplier.
Supplier is expected to demonstrate the awareness of energy saving and emission reduction where
applicable. Additionally, Supplier is expected to increase usage of green packaging (recyclable,
reusable, etc.) where feasible.
Supplier shall inform Huawei if tantalum, tin, tungsten, and gold (3TG) sourced from the Democratic
Republic of Congo or the surrounding countries of Sudan, Uganda, Rwanda, Burundi, the United
Republic of Tanzania, Zambia, Angola, Congo, or Central African Republic are used in Supplier’s
products.
This Electronic Information Exchange Agreement ("Agreement") is to govern the activities of exchanging
electronic information between the Parties through Huawei's Supplier Relationship Management (SRM)
system and to set forth the legal effect of such information exchange.
(5) Supplier shall not copy, modify, translate, or otherwise reproduce in any other derivative form,
any data, content, or information in the SRM system, including without limitation, bidding
documents, contracts, or quotations, and shall not use such reproduction for publication, public
demonstration, internet hyperlink or transmission, uploading onto other Internet servers by
"mirror imaging", storing into other information retrieval/index system, or for any other
commercial purposes.
(6) Supplier shall not use the following methods for logging in to the SRM system or take any action
that will cause damage to the system or its services:
(i) Access to or logging in to the SRM system by any automatic methods, including but not
limited to robotic software, screen-refreshing software, or any automatic re-visiting software;
(ii) Any actions that cause or are likely to cause unreasonable or disproportionate heavy loads
to the internal structure of the SRM system;
(iii) Interference or attempt to interfere with the normal functioning of the SRM system or any
activity carried out over the system.
3. Intellectual Property
Huawei is the legitimate owner of all intellectual property rights of all software, programs, and content
used on the SRM system, which include, without limitation, work products, pictures, logos, records,
data, and web page designs. Such intellectual property rights include but are not limited to copyrights,
trademarks, patents, and other exclusive rights, which are all protected by applicable laws.
4. Liabilities
Supplier acknowledges and agrees that any breach of this Agreement may cause serious harm to
Huawei. Once a breach occurs, Supplier shall cure such breach within five (5) calendar days and
compensate Huawei for all losses and damages (including any and all direct, indirect, punitive,
special, or consequential damages) incurred by Huawei therefrom.
5. Disclaimer
(1) SUPPLIER ACKNOWLEDGES AND AGREES THAT ALL THE DATA AND INFORMATION
PROVIDED BY HUAWEI THROUGH THE SRM SYSTEM ARE PROVIDED "AS IS". HUAWEI
HEREBY DOES NOT PROVIDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(2) HUAWEI DOES NOT PROVIDE ANY WARRANTY AS TO THE ACCURACY, TIMELINESS, OR
COMPLETENESS OF ANY INFORMATION IN THE SRM SYSTEM.
(3) IN NO EVENT SHALL HUAWEI BE LIABLE TO SUPPLIER FOR ANY DIRECT, INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY OTHER
LOSSES ARISING FROM OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE
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THE SRM SYSTEM OR THE INFORMATION TRANSFERRED THROUGH THE SRM SYSTEM,
WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR A
JUDGMENT BY A COURT OF COMPETENT JURISDICTION, EVEN HUAWEI HAS BEEN
ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF ANY SUCH DAMAGE.
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