GENERAL EXPECTATIONS

Qwest is firmly committed to conducting business with integrity and ethics, and in compliance with the letter and the spirit of all applicable law. Qwest expects the suppliers, manufacturers, distributors, contractors, agents, consultants, and other business partners (Suppliers) with whom Qwest does business to embrace and share Qwest’s commitment to integrity and compliance. While Qwest understands that its Suppliers are independent entities, Suppliers’ business practices may impact or reflect upon Qwest. Because of this, Qwest requires all Suppliers and their employees, agents, and subcontractors to be advised of and agree to comply with the Qwest Ethical Business Practices for Consultants, Contractors and Suppliers or their own similar ethical business standards while they are conducting business with or on behalf of Qwest and to conduct that business in full compliance with applicable laws and regulations (both foreign and domestic). If any terms of the Qwest Ethical Business Practices conflict with the terms of the written contract with the Supplier, the written contract will prevail.

To ensure a complete understanding of the ethical standards and expectations that apply to Qwest’s own employees when doing business with Suppliers, Qwest encourages you to review the Qwest Code of Conduct located on Qwest’s Web site: http://www.qwest.com/about/media/presskit/companyFact/files/CodeOfConduct_10-2007.pdf

Reporting Violations

Suppliers and their representatives are responsible for reporting concerns or suspected violations of law or policy related to their business with Qwest immediately to the Qwest Corporate Ethics and Compliance Advice Line at 1 800-333-8938 or 1 303-896-3352 or Advice.Line@qwest.com.

Accuracy of Business Records—Suppliers will record and report information accurately and honestly.

All financial books, records and accounts relating to business involving Qwest must accurately reflect transactions, payments and events, and conform both to generally accepted accounting principles and applicable internal controls or policies. All business records must be accurate, filed in a timely fashion, and conform to all other requirements as defined by written contract. Accordingly, Supplier will provide Qwest with accurate and complete billing information on all transactions (goods and services) with the company.

Communication

Suppliers will take appropriate steps to ensure that the Qwest Ethical Business Practices for Consultants, Contractors and Suppliers or their own similar ethical business standards are communicated and understood by all Supplier employees, agents and representatives doing business with Qwest. This includes taking appropriate steps to ensure that Supplier’s own supply chain adheres to these standards as well. For questions related to the Qwest Ethical Business Practices for Consultants, Contractors and Suppliers, contact the Qwest Corporate Ethics and Compliance Advice Line at 1 800-333-8938 or 1 303-896-3352 or Advice.Line@qwest.com.

CONDUCTING BUSINESS

Conflicts of Interest

Qwest awards business by considering: the best fitting/matching solutions available for Qwest’s product or service needs and requirements, lowest reasonable cost and other factors Qwest deems appropriate to the selection. Suppliers and Supplier representatives should not have a relationship with any employee at Qwest that affects the objectivity of the employee’s judgment or is a conflict of interest.

Qwest employees must always act in the best interest of Qwest and safeguard the Company from even the appearance of a conflict of interest.

Suppliers must avoid any conflict of interest with Qwest or its employees and be aware that:

Suppliers shall not:

• Allow any Qwest employee to hold any position with or have any financial or business relationship with a Supplier when the Qwest employee is in a position to influence business decisions involving that Supplier;
• Offer gifts to any one Qwest employee with a combined value of more than $100 in a calendar year;
• Offer an IPO allocation, loan or a gift of cash or cash equivalent (such as a gift card or gift certificate) to a Qwest employee;
• Provide gifts, meals or entertainment to Qwest employees unless they are reasonable, infrequent and related to business;
• Offer any gift, meal or entertainment to a Qwest employee involved with making or influencing the purchasing decision if you are participating in an open Request for Proposal;
• Offer any gift or entertainment other than promotional items of nominal value if you are Qwest’s independent auditor or an auditor proposing to provide independent auditor services to Qwest; or
• Offer any gift other than promotional items of nominal value if you are a lending or financial institution, investment banker or broker of these services that provides or proposes to provide services or advice to Qwest.

Suppliers should always consult with the Qwest Ethics and Compliance Department prior to offering entertainment events to Qwest employees.

This list isn't all inclusive. The list only provides examples of ways in which a conflict of interest may arise. Suppliers must disclose all actual or potential conflicts of interest involving Qwest to Qwest management or to the Qwest Advice Line at 1 800-333-8938 or 1 303-896-3352 or Advice.Line@qwest.com.

Anti-corruption

It is Qwest’s policy to abide by all applicable foreign and domestic laws of the countries that we work and do business in including the Foreign Corrupt Practices Act. Qwest requires the same from its Suppliers. Suppliers must not pay bribes or engage in corrupt practices in order to advance their business interests associated with Qwest. This includes, directly or indirectly, offering, promising to pay, or authorizing the payment of money or anything of value to government officials, political parties, or candidates for political office for the purpose of influencing their acts or decisions. Qwest Suppliers must never engage in illegal activities, including money laundering or actions related to terrorism, or do business with parties or persons who have been sanctioned by the U.S. government.

Fair Competition and Antitrust

It is important that Suppliers fully comply with all applicable fair competition and antitrust laws when conducting business with or on behalf of Qwest.

Product Quality

Suppliers will provide services and/or products that meet or exceed applicable government standards, including environmental, quality and safety standards.

International Business

Qwest and its Suppliers will adhere to all applicable laws, not only in the U.S. but the laws of other countries that we work and do business in, including but not limited to those relating to export controls, Foreign Corrupt Practices Act, environmental protection and anti-boycott obligations.

QWEST INFORMATION & ASSETS

Company Property and Resources

Qwest’s property and resources are highly valuable. Suppliers are responsible for protecting Qwest’s tangible and intangible property and ensuring their legitimate Qwest-related business use. Qwest property may not be taken, sold, loaned, given away, licensed, assigned, damaged, or otherwise disposed of regardless of its condition or value, unless Supplier has specific written authorization from Qwest.

Confidential Information and Privacy

Qwest values and protects confidential information, including information about its customers, employees, operations, finances and business plans, in accordance with applicable law. Qwest executes nondisclosure agreements or procurement agreements with confidentiality provisions before providing Supplier with access to Qwest confidential information. Suppliers are expected to protect Qwest’s confidential information in accordance with those agreements and applicable law. Even inadvertent disclosure of Qwest’s confidential information is prohibited, which means that, among other things, Suppliers must not have discussions involving Qwest confidential information in public areas where the discussions could easily be intercepted or overheard (on planes, in elevators, etc.) and must ensure that they use Qwest confidential information in electronic format only in secure environments. Supplier’s must only use Qwest’s confidential information for the purposes provided for in the agreement, and must not make any independent use of Qwest’s data.

The obligation to preserve Qwest’s confidential information is ongoing, even after the business relationship ends, as provided in Qwest’s confidentiality agreements.

Suppliers must also follow Qwest’s policy on safeguarding and protecting customer information. Please see Qwest’s Privacy Policy located at Qwest.com for specific requirements: http://www.qwest.com/legal/privacy.html

Information Security

Qwest supports an information security program and practices that meet recognized industry standards for information protection and expects Suppliers to do the same. Upon discovery, or within 24 hours, Suppliers are required to report any known or suspected unauthorized access/use, misuse, disclosure, destruction, theft, vandalism, modification, or transfer of Qwest, Qwest employee, and/or Qwest customer information to UNIcall at 1 866-864-2255 or 1 720-348-6845. Suppliers must also agree to provide Qwest with the ability to review Supplier information security practices upon reasonable request.

When Qwest information is no longer needed for business purposes by a Supplier, the Supplier will treat such information in accordance with law and contract requirements and will return the information to Qwest, retain as required by contract or law, or when permitted by law and contract destroy the information by shredding, erasing, overwriting and/or otherwise destroying media in such a fashion that the Qwest information cannot be retrieved.  

Suppliers that store and/or process Qwest customer payment card data must protect that payment card information per the Payment Card Industry Data Security Standard published by PCI Security Standards Council, Inc. Suppliers that store, transmit and/or process Qwest customer financial account information (i.e., bank account or credit union account information) must protect that information in accordance with the National Automated Clearing House Association’s NACHA/ACH Rules and Operating Guidelines.

Intellectual Property

Intellectual property is an important asset to Qwest that helps with our competitive advantage and must be protected. Examples of intellectual property include Qwest's:

• Trade Names
• Trade Secrets
• Trademarks
• Copyrights
• Patents
• Software
• Ideas
• Inventions
• Discoveries
• Copyright
• Research
• Plans
• Strategies

Suppliers must not infringe upon or otherwise violate the terms and conditions as defined by contract with regard to the intellectual property rights of Qwest or others.

Communication with the Media

Qwest has designated, trained spokespersons authorized to communicate with the media and the investment community on behalf of Qwest. Suppliers may only make contact with the media on behalf of or regarding business with Qwest with the express written approval of the Qwest Corporate Communications group. In addition, Qwest only allows the use of Qwest’s name in public relations and/or marketing materials in limited circumstances with prior written approval.

Suppliers may only disclose information regarding Qwest’s security measures to the media or to anyone else outside of Qwest with prior approval from Qwest Risk Management.

Suppliers are encouraged to identify reference opportunities that provide a strategic benefit to both the Supplier and Qwest.

Lobbying and Political Contributions

Suppliers are prohibited from contacting legislators, FCC or PUC officials or their staffs or making political contributions on behalf of Qwest without advance approval from Qwest Federal Relations or Public Policy. Suppliers shall not contact any foreign government agency or official on behalf of Qwest, without the express prior approval of the Qwest Law Department.

EMPLOYMENT PRACTICES

Illegal Harassment—Sexual and Other

Qwest complies with all applicable civil rights, human rights, immigration, and labor laws. This includes providing equal employment opportunities to employees and job applicants and maintaining a workplace free from illegal discrimination, harassment, intimidation, and retaliation. While Supplier’s employees are not employees of Qwest, Qwest expects Suppliers to share this commitment. Qwest will not tolerate illegal harassment or discrimination in any form and supports those Suppliers who provide equal opportunity to all in accordance with the requirements of applicable law. At Qwest, our business culture promotes mutual respect, acceptance, cooperation, productivity and a work environment free of sexual harassment or other illegal harassment among employees who are diverse in:

• Age
• Sex
• Color
• Sexual orientation
• Race
• Ethnicity
• National origin
• Marital or family status
• Veteran status
• Disability
• Religion
• Any other legally protected category

Compensation—Suppliers will comply with all applicable state and federal wage and work hour laws and regulations, including those laws of other countries as applicable.

Forced Labor—Suppliers will not use forced or involuntary labor whether bonded, imprisoned, or indentured, including debt servitude.

Immigration—Suppliers will ensure that all Supplier employees who work in the United States are authorized to do so. Suppliers will also ensure they are in compliance with all applicable immigration laws and have obtained all necessary documentation, including I-9's, visas, and/or work authorizations.

Child Labor—Suppliers will not employ individuals under the legal minimum working age of the jurisdiction and/or country where Supplier operates.

Concerted Activity and Collective Bargaining—Suppliers agree they will comply with all applicable laws relating to employees' rights to engage in concerted activity or collective bargaining.

SAFETY, HEALTH AND ENVIRONMENT

Qwest is committed to providing a safe workplace free of recognized hazards. Meeting this commitment is a responsibility expected of our Suppliers. Suppliers are responsible for the health and safety of their own employees and representatives working on behalf of Qwest, and for following all applicable laws and safety practices.  

Suppliers are responsible for ensuring that their employees and representatives receive all necessary safety and health training and for enforcing Supplier’s and Qwest’s safety policies and procedures while working on Qwest’s behalf or on Qwest’s premises. Supplier employees or representatives injured while working on behalf of Qwest or on Qwest premises must promptly report all work related incidents or hazardous situations to Qwest UNIcall at 1 866-864-2255 or 1 720-348-6845.  

Suppliers must comply with all applicable environmental, safety and health laws and regulations (foreign and domestic). Qwest supports Suppliers who actively implement procedures to reduce waste and minimize the environmental impact of their products and services.

Alcohol and Drug Use

  Being under the influence of illegal drugs in the workplace jeopardizes the health and safety of co-workers, fellow employees and the general public as does the improper use of alcohol. Supplier employees and representatives are prohibited from reporting to work or engaging in any work on behalf of Qwest or on Qwest premises or on a Qwest customer’s premises while possessing or under the influence of illegal drugs or improperly using alcohol. Suppliers must follow applicable Drug Free Workplace requirements as defined by written contract and related Qwest customer requirements.

Firearms and Other Weapons

Unless contrary to applicable law, Supplier representatives must not carry firearms while on Qwest premises or when the Supplier is engaged in a business activity with or on behalf of Qwest, even if such representatives possess concealed weapons permits.

Qwest Premises Security Requirements

While on Qwest premises, Supplier representatives must comply with all required security measures and requests. These requests may include, but are not limited to, the following actions:

• Signing a visitor log
• Providing Qwest or government-issued identification in exchange for access to the premises
• Metal detection screening
• Presenting and wearing identification
• Searches of vehicles, bags, briefcases and purses taken onto the premises
• Returning card keys
• Promptly reporting missing card keys

Before You Act — Ask Yourself:

• Is this right?
• Is this legal in the Unites States and in the country that you work in?
• Does it comply with your company's policies and Code of Conduct, or if you do not have similar ethical business standards, to the Qwest Ethical Business Practices for Consultants, Contractors and Suppliers?
• How does it affect you and others?
• How would this decision or course of action look if it were published in the newspaper or if it appeared on television?
• Still don't know what to do – seek additional guidance!

Revised as of: April 20, 2008