BY SIGNING BELOW THE UNDERSIGNED CONTRACTOR (OR CONTRACTOR'S SUPPLIER OR SUBCONTRACTOR REFERRED TO HEREIN AS CONTRACTOR) AC KNOWLEDGES THAT FRUIT OF THE LOOM ("FRUIT") DOES NOT CONDONE OR PERMIT THE VIOLATION OF ANY APPLICABLE DOMESTIC, FOREIGN OR INTER NATIONAL LAWS, RULES OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, ANY SUCH GOVERNING EMPLOYMENT AND LABOR, THE ENVIRONMENT, THE PROVISION OF SERVICES AND THE SALE OF GOODS. CONTRACTOR FURTHER ACKNOWLEDGES THAT FRUIT DOES NOT CONDONE OR PERMIT THE USE OF CHILD, FORCED, INDENTURED, INVOLUNTARY, PRISON OR UNCOMPENSATED LABOR UNDER ANY CIRCUMSTANCES, OR ANY ACTIVITIES WHICH ARE IN VIO LATION OF U.S. CUSTOMS LAWS, INTERNATIONAL AGREEMENTS OR FOREIGN LAWS, INCLUDING, BUT NOT LIMITED TO FALSE DECLARATIONS OF COUNTRY OF ORIGIN OR OTHER FALSE DOCUMENTATION, COUNTERFEIT VISAS OR ILLE GAL TRANSSHIPMENTS TO EVADE THE TEXTILE QUOTA RESTRAINT AGREEMENTS NEGOTIATED BETWEEN THE COUNTRY OF EXPORT AND THE UNITED STATES. CONTRACTOR ACKNOWLEDGES THAT FRUIT MAINTAINS A POLICY AGAINST ENGAGING IN ANY ILLEGAL ACTIVITIES AND WILL NOT BUY OR SELL PROD UCTS OR SERVICES PROVIDED THROUGH THE USE OF ANY UNLAWFUL OR UN ETHICAL PRACTICES.

In furtherance of the foregoing, Contractor represents and warrants that Contractor is:

(1) not engaged in, and will not engage in, any unfair labor, wage or benefits practice or practices violative of the laws or regulations of the country of manufacture or assembly of products or involving unsanitary, unhealthy and/or unsafe labor conditions, the employment of child, forced, indentured, involuntary, prison or un compensated labor, the use of corporal punishment, discrimination based on race, gender, national origin or religious beliefs, or similar employment activities or condi tions;

(2) in compliance with, and will continue to comply with, all applicable laws, rules and regulations, including but not limited to, those pertaining to environmental matters, in the conduct of its business and the manufacture or assembly of products for Fruit;

(3) in compliance with, and will continue to comply with, all applicable laws, rules or regulations governing the provision of services or the international sale of goods and, where applicable, it owns or may legally purchase rights to export textiles and textile products under the mandatory quota agreements in effect be tween the country of export and the United States; and

(4) not engaged, and will not engage, in any activity which is in violation of U.S. Customs laws or regulations, international agreements or foreign laws governing the international sale of goods, including, but not limited to, false documentation, counterfeit visas or illegal tran shipment to evade textile quota restraints negotiated between the country of export and the U.S. For purposes of this Code of Conduct, "child labor" means the use of children who are less than the age of compulsory schooling in the country of manu facture and, in any case, shall not be less than 15 years. Note that Fruit condones and supports legitimate, legally sanctioned, government sponsored workplace ap prenticeship and educational programs for persons under such age.

Contractor acknowledges that it is Fruit's policy to stop and/or prevent known illegal activities. If Fruit determines that Contractor or any supplier, subcontractor or agent of Contractor has violated any applicable law, rule, or regulation or has engaged in any of the above practices, Fruit may:

(a) provide all available information, including the name of such Contractor, supplier, subcontractor or agent, to applicable government agencies and law enforcement officials for appropriate action; and

(b) exercise its contractual termination rights under the applicable agreement(s) or purchase order(s).

To assist Fruit in assuring compliance with this Code of Conduct, Contractor agrees to:

(i) require all of its officers and employees who will be responsible for or involved with the implementation of procedures designed to ensure compliance with this Code of Conduct to review and familiarize themselves with this Code of Conduct;

(ii) require all of Contractor's suppliers, subcontractors and agents to execute and deliver to Fruit a Code of Conduct on or before execution of an applicable agreement or purchase order with Fruit;

(iii) provide Fruit with access to its and any Fruit authorized Contractor supplier, subcontractor or agent production facilities to conduct inspections;

(iv) provide, upon request, Fruit with proof of production, including without limitation, shipping documents, cutting and sewing reports and similar documentation; and

(v) provide, upon request, Fruit with proof of compliance by Contractor and its suppliers, subcontractors or agents with applicable labor laws and including, without limitation, proof that all employees meet minimum legal working age and pay requirements and the right to interview such employees re garding the same. Fruit intends to make every available effort to assure the veracity of all documents it receives and reviews and the authenticity of Contractor's sources of supply.

Contractor acknowledges and agrees that Fruit may require Contractor to reaffirm this Code of Conduct or execute a new Code of Conduct from time to time and that this Code of Conduct replaces and supplants any prior Code of Conduct governing Contractor's relationship with Fruit. As a duly authorized officer or director of Contractor, the undersigned acknowledges that he/she has read this Code of Conduct and understands that Contractor's business relationship with Fruit is based on Contractor's full compliance with this Code of Conduct. The undersigned under stands that Contractor's failure to abide by the terms of this Code of Conduct may result in Fruit's immediate cancellation or termination of any and all outstanding agreements and purchase orders between Fruit and Contractor, including, without limitation:

(aa) Fruit's cancellation of orders for goods made while Contractor was not in compliance with this Code of Conduct or goods in process or scheduled to be made at the time of cancellation or termination, whether involving raw materials, work in process or finished goods, or in Contractor's, Fruit's or a third party's posses sion; and

(bb) Contractor's prompt refund to Fruit of any monies paid in connection therewith.

Contractor hereby certifies that it proposes to (___)/will not (___) use any suppliers of component parts, other than Fruit or its affiliates, or subcontractors or agents in connection with the manufacture and/or assembly of products for Fruit. If Contractor proposes to utilize any suppliers of component parts, subcontractors or agents in connection with the manufacturer or assembly of products for Fruit, Contractor agrees to attach to this Code of Conduct:

(a) a statement (on the form supplied by Fruit) disclosing the company name, plant address, telephone and fax numbers and con tact names of any such suppliers, subcontractors or agents, all of whom shall be subject to review and prior written approval or disapproval by Fruit, and

(b) a signed Fruit of the Loom Contractor Code of Conduct signed by each such person or entity. Contractor acknowledges and agrees that it is Fruit's standard policy:

(i) for assembly programs not to approve any subcontractors or agents where Fruit provides compo nent parts for assembly; and

(ii) for turn-key sourcing programs not to approve any subcontractors for suppliers of component parts to contractors or subcontractors or agents to assist contractors in their assembly operations.

Please indicate whether there are any attachments to this Code of Conduct and their number:

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