Contracting With Third Parties

Baxter occasionally uses outside people or organizations to help conduct its business. They may be called:

• Agents
• Contractors and sub-contractors  
• Representatives
• Distributors  
• Consultants
• Suppliers  
• Independent Contractors   

We must take special care to ensure these representatives of Baxter are reputable, qualified and do not create conflicts of interest. The business practice standards and behaviors of these third parties should be taken into account during selection. Consider past violations of the law in the review.

Because agents and representatives can make binding commitments for Baxter, any agreements with them must be in writing.

Agents and representatives must observe the same standards of conduct as employees. Include this in their written agreement. Give them a copy of Baxter's Global Business Practice Standards.

We cannot use an agent or representative to do anything Baxter policy prohibits. For example, we may not conceal improper or illegal payments by passing money through an agent or representative or by granting larger than normal profits to an agent or representative.

Consultants, Contractors, Distributors, and Other Intermediaries

Generally "independent contractors" have their own business standards. Although Baxter cannot control their behavior, we will not tolerate their illegal actions. Baxter will not impose its standards on independent contractors beyond those in their written contract or agreement.

Independent contractors should be given Baxter´s Business Practice Standards for Suppliers . They also should be told that Baxter employees are accountable for doing business according to these standards. Baxter´s Business Practice Standards for Suppliers should be included as part of any written agreement.

Baxter's partnership with suppliers requires us to clearly define requirements, exchange information, and share mutual benefits. Suppliers must be evaluated and approved before any materials, components, products, or services are purchased from them. Evaluation and approval standards are in Baxter's "Supplier Management Reference Document."

Suppliers should comply with Baxter's Global Business Practice Standards for Suppliers. Suppliers also should be told that Baxter employees are accountable for doing business according to these standards. Baxter's Business Practice Standards for Suppliers should be included as part of any written agreement.