Supplier Code of Conduct (v1.2, April 2013)

Motorola Mobility (“Motorola’s”) Supplier Code of Conduct describes our corporate responsibility requirements for our third party suppliers (“Suppliers”). It is based upon the Electronic Industry Citizenship Coalition® (EICC®) Code of Conduct v4.0 (2012). Motorola's Supplier Code of Conduct requires all our Suppliers to ensure that working conditions in their operations and supply chains are safe, that workers (e.g., employees, contract workers) are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.

Suppliers, in all of their activities, will operate in full conformance with the laws, rules and regulations of the countries in which they operate. The Supplier Code of Conduct also encourages Suppliers to meet internationally recognized standards and best practices in order to advance social and environmental responsibility, and business ethics.

As a participant in EICC, Motorola declares our support for the EICC Code, and as a condition of doing business with Motorola, Suppliers will conform to these requirements and communicate our Supplier Code of Conduct to their suppliers. We will assess conformance to these requirements and will consider a Supplier’s conformance in making sourcing and procurement decisions. Because the situation for our Suppliers’ workers can deteriorate if we terminate our relationship with a Supplier, we work with our Suppliers to improve conditions by providing training, capacity building, ongoing monitoring and follow up assessments. However, if a Supplier refuses or is unable to correct non-compliance to our satisfaction, we will terminate the relationship.

The Supplier Code of Conduct is made up of six sections. Sections A, B, and C outline standards for Labor, Health and Safety, and the Environment, respectively. Section D adds standards relating to business ethics; Section E outlines the elements of an acceptable system to manage conformity to this Supplier Code of Conduct and Section F sets forth the Supplier assessment and resolution processes and requirements of Motorola.

A. LABOR

Suppliers are committed to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community. This applies to all workers, including temporary, migrant, student, contract, direct employees, and any other type of worker.

The labor requirements for Suppliers are:

1. Freely Chosen Employment. Forced, bonded (including debt bondage) or indentured labor, involuntary prison labor, slavery or trafficking of persons will not be used. This includes transporting, harboring, recruiting, transferring or receiving vulnerable persons by means of threat, force, coercion, abduction or fraud for the purpose of exploitation. All work will be voluntary, and workers will be free to leave work at any time or terminate their employment. Workers will not be required to surrender any government issued identification, passports, or work permits as a condition of employment. Excessive fees are unacceptable and all fees charged to workers will be disclosed to Motorola. In addition, to the extent applicable, Suppliers will comply with CA SB 657, California Transparency in Supply Chains Act of 2010, regarding reporting of efforts to eradicate slavery and human trafficking from their supply chains and respond to Motorola’s inquiries regarding such acts.

2. Child Labor Avoidance. Child labor will not be used in any stage of manufacturing. The term “child” refers to any person under the age of 15, the age for completing compulsory education, or the minimum age for employment in the country as set forth by local law, whichever is greatest. The use of legitimate workplace apprenticeship programs, which comply with all laws and regulations, is supported. Workers under the age of 18 shall not perform work that is likely to jeopardize the health or safety of young workers.

3. Working Hours. Studies of business practices clearly link worker strain to reduced productivity, increased turnover and increased injury and illness. Workweeks, including overtime, will be the lesser of the maximum set by local law or 60 hours per week. Workers will be allowed at least one full day off per seven-day week.

4. Wages and Benefits. Compensation paid to workers will comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In conformance with local laws, workers will be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure will not be permitted. The basis on which each worker is being paid is to be provided each such worker in a timely manner via pay stub or similar documentation.

5. Humane Treatment. There will be no harsh and inhumane treatment including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers; nor will there be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers.

6. Non-Discrimination. Supplier will be committed to a workforce free of harassment and unlawful discrimination. Supplier will not engage in discrimination based on race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership or marital status in hiring and employment practices such as promotions, rewards, and access to training. In addition, workers or potential workers will not be subjected to medical tests that could be used in a discriminatory way.

7. Freedom of Association. Open communication and direct engagement between workers and management are the most effective ways to resolve workplace and compensation issues. The rights of workers to associate freely, join or not join labor unions, seek representation, and join workers’ councils in accordance with local laws will be respected. Workers will be able to openly communicate and share grievances with management regarding working conditions and management practices without fear of reprisal, intimidation or harassment.

B. HEALTH and SAFETY

Suppliers recognize that in addition to minimizing the incidence of work-related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and worker retention and morale. Suppliers also recognize that ongoing worker input and education is essential to identifying and solving health and safety issues in the workplace.

The health and safety requirements for Suppliers are:

1. Occupational Safety. Worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles, and fall hazards) will be controlled through proper design, engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and ongoing safety training. Where hazards cannot be adequately controlled by these means, workers will be trained and provided with appropriate, well-maintained, personal protective equipment. Workers will not be disciplined for raising safety concerns.

2. Emergency Preparedness. Potential emergency situations and events will be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including: emergency reporting, employee notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans.

3. Occupational Injury and Illness. Procedures and systems will be in place to prevent, manage, track and report occupational injury and illness, including provisions to: encourage worker reporting; classify and record injury and illness cases; provide necessary medical treatment; investigate cases and implement corrective actions to eliminate their causes; and facilitate return of workers to work.

4. Industrial Hygiene. Worker exposure to chemical, biological and physical agents will be identified, evaluated and controlled. Engineering or administrative controls will be used to control overexposures. When hazards cannot be adequately controlled by such means, worker health will be protected by appropriate personal protective equipment programs.

5. Physically Demanding Work. Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks will be identified, evaluated and controlled.

6. Machine Safeguarding. Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks and barriers will be provided and properly maintained where machinery presents an injury hazard to workers.

7. Sanitation, Food, and Housing. Workers will be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by Supplier or a labor agent will be maintained to be clean and safe, and provided with appropriate emergency egress and fire protection/suppression, hot water for bathing and showering, adequate heat and ventilation, and reasonable personal space along with reasonable entry and exit privileges.

C. ENVIRONMENTAL

Suppliers recognize that environmental responsibility is integral to producing world class products. In Supplier’s operations, adverse (and potentially adverse) effects on the community, environment and natural resources will be minimized while safeguarding the health and safety of the public.

The environmental requirements for Suppliers are:

1. Environmental Permits and Reporting. All required environmental permits (e.g. discharge monitoring), approvals and registrations will be obtained, maintained and kept current and their operational and reporting requirements will be followed.

2. Pollution Prevention and Resource Reduction. Waste of all types, including water and energy, will be reduced or eliminated at the source or by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, and recycling and reusing materials.

3. Hazardous Substances. Chemicals and other materials posing a hazard if released to the environment will be identified and managed to ensure their safe handling, movement, storage, use, recycling and reuse, and disposal.

4. Wastewater and Solid Waste. Wastewater and solid waste generated from operations, industrial processes and sanitation facilities will be characterized, monitored, controlled and treated as required prior to discharge or disposal.

5. Air Emissions. Air emissions of volatile organic chemicals, aerosols, corrosives, particulates and combustion by-products generated from operations will be characterized, monitored, controlled and treated as required prior to discharge.

6. Product Content Restrictions. Supplier will adhere to all applicable laws, regulations and customer requirements regarding prohibition or restriction of specific substances, including labeling for recycling and disposal and Motorola’s material requirements as set forth in Motorola’s Controlled and Reportable Materials Disclosure requirements found at, responsibility.motorola.com/index.php/suppliers/materialdisclose/. In addition, Supplier will certify to Motorola on an annual basis that Supplier’s products are not manufactured with, or come into contact with ozone depleting chemicals as set out in the Supplier ODC form, responsibility.motorola.com/index.php/suppliers/materialdisclose/ozonedepleting/.

D. ETHICS

To meet social responsibilities and to achieve success in the marketplace, Suppliers and their agents will uphold the highest standards of ethics including:

The ethics requirements for Suppliers are:

1. Business Integrity. The highest standards of integrity will be upheld in all business interactions. Supplier will have a zero tolerance policy that prohibits any and all forms of bribery, corruption, extortion and embezzlement (covering promising, offering, giving or accepting any bribes). All business dealings will be transparently performed and accurately reflected on Supplier’s business books and records. Monitoring and enforcement procedures will be implemented by Supplier to ensure conformance with anti-corruption laws.

2. No Improper Advantage. Bribes or other means of obtaining undue or improper advantage will not be offered or accepted.

3. Disclosure of Information. Information regarding business activities, structure, financial situation and performance will be disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of records, or misrepresentation of conditions or practices in the supply chain are prohibited.

4. Intellectual Property. Intellectual property rights will be respected. Transfer of technology and know-how will be done in a manner that protects intellectual property rights and in accordance with the most stringent information protection requirements under the applicable agreements between Motorola and Supplier.

5. Fair Business, Advertising and Competition. Standards of fair business, advertising and competition will be upheld. Appropriate means to safeguard customer information will be available and utilized in accordance with the most stringent information protection requirements under the applicable agreements between Motorola and Supplier.

6. Protection of Identity. Programs that ensure the confidentiality and protection of supplier and employee whistleblowers will be maintained.

7. Responsible Sourcing of Minerals. Motorola expects full compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act’s provisions and corresponding enabling regulations regarding conflict minerals, as defined therein, including regulations promulgated by the Securities Exchange Commission, Supplier will exercise due diligence to comply with, and to demonstrate compliance with, the Act, and regarding the source and chain of custody of these minerals. Supplier will make its due diligence measures available to Motorola upon Motorola’s request and will respond to Motorola’s request for compliance information in a timely manner. Supplier will have a policy to assure compliance with this section.

8. Privacy. Supplier commits to protecting the reasonable privacy expectations of personal information of everyone they do business with, including its suppliers, customers, consumers and employees. Supplier will comply with privacy and information security laws and regulatory requirements if personal information is collected, stored, processed, transmitted and shared and will comply with the most stringent information protection requirements under the applicable agreements between Motorola and Supplier.

9. Non-Retaliation. Supplier will have a communicated process for its personnel to be able to raise any concerns without fear of retaliation.

E. MANAGEMENT SYSTEM

Supplier will adopt or establish a management system that supports the content of this Supplier Code of Conduct. The management system will be designed to ensure: (a) conformance with applicable laws, and regulations related to the Supplier’s operations and products; (b) conformance with this Supplier Code ofConduct; (c) identification and mitigation of operational risks related to this Supplier Code of Conduct; and (d) continual improvement is facilitated.Supplier’s management system will contain the following elements:

1. Company Commitment. A corporate social and environmental responsibility policy statement affirming Supplier’s commitment to conformance and continual improvement, endorsed by executive management.

2. Management Accountability and Responsibility. Identification and communication of the company representative[s] responsible for ensuring implementation of the management systems and associated programs. Senior management reviews of the status of the management system on a regular basis.

3. Legal and Customer Requirements. A process to identify, monitor and understand applicable laws, regulations and customer requirements, including the requirements of this Supplier Code of Conduct.

4. Risk Assessment and Risk Management. A process to identify the environmental, health, safety, labor practices and ethics risks associated with Supplier’s operations and a method for determining the relative significance of each risk and the appropriate procedural and physical controls for the identified risks to ensure regulatory conformance.

5. Improvement Objectives. Written performance objectives, targets and implementation plans to improve the Supplier’s social and environmental performance, including a periodic assessment of Supplier’s performance in achieving those objectives.

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.

7. Communication. A process for communicating clear and accurate information about Supplier’s policies, practices, expectations and performance to its suppliers, workers and customers.

8. Worker Feedback and Participation. Ongoing processes to assess employees’ understanding of and obtain feedback on practices and conditions covered by this Supplier Code of Conduct and to foster continuous improvement.

9. Audits and Assessments. Periodic self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Supplier Code of Conduct and customer contractual requirements related to social and environmental responsibility.

10. Corrective Action Process. A process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations and reviews.

11. Documentation and Records. Creation and maintenance of documents and records to ensure regulatory conformance, conformity to company requirements, and evidence to demonstrate conformance with this

Supplier Code of Conduct, along with appropriate confidentiality to protect privacy. Supplier will retain such documentation for the time period since the last audit conducted by Motorola but not to exceed three years.

12. Supplier Responsibility. A process to communicate Supplier Code of Conduct requirements to its suppliers and to monitor supplier conformance to the Supplier Code of Conduct.

F. SUPPLIER ASSESSMENTS AND RESOLUTION REQUIREMENTS

Formal assessment, monitoring and ongoing resolution of Supplier’s conformance with this Supplier Code of Conduct is critical for advancing social and environmental responsibility and business ethics and complying with industry standard EICC requirements.

The assessment and resolution requirements for Suppliers are:

1. Self Assessment. To increase transparency in Motorola’s supply chain, Motorola uses the industry developed EICC-ON tools created for companies to effectively implement a common approach for assessing and managing supply chain risk, and driving performance improvement related to labor practices, health and safety, ethics and environmental activity. Within a reasonable time frame of becoming a Supplier, as determined by Motorola and again on an annual basis, Supplier will have a duly authorized representative register with EICC-ON and complete, submit and share the Self Assessment Questionnaire (“SAQ”). A Corporate SAQ will be completed along with a Facility SAQ for each manufacturing facility that supplies Motorola. When production of a Motorola part moves to a new facility, a Facility SAQ will be required to be completed within a reasonable timeframe. If Supplier fails to completely, accurately and timely fulfill this requirement, Motorola may initiate Business Escalation, as set forth in Section F(and Supplier may be responsible for paying for Supplier’s next audit. Results of the SAQ are used in the Motorola risk assessment to identify suppliers for further engagement, including onsite audits.

2. Audits. Motorola may, and may engage third parties to, conduct onsite audits or issue-based assessments of Supplier’s conformance with the Supplier Code of Conduct, as well as relevant laws, codes and ordinances (the “CR Audit”) and notwithstanding any term in Supplier’s agreements with Motorola, such CR Audits may be conducted without notice. Supplier will exercise reasonable efforts to pass through the audit requirement to its suppliers and will delegate such authority to Motorola upon request. CR Audits will be conducted at Motorola’s expense unless a Supplier fails to comply with Section F(1), however, if a CR Audit indicates poor performance, then all follow up audits conducted to confirm resolution of related Findings (as that term is defined below) will be at Supplier’s expense. In the event Supplier refuses to permit or cooperate with a CR Audit, whether with or without notice, Supplier will pay all expenses associated with the refused or non-cooperative audit together with the cost of a subsequent audit, and Motorola may initiate a business escalation pursuant to Section F(6). If Motorola identifies any findings or areas of non-conformance from its CR Audits, it will follow Section F(5) to resolve the issues.

3. Training. Supplier is required to participate in online or instructor led Motorola Supplier Code of Conduct Training within a reasonable time frame of becoming a Supplier, as determined by Motorola, and annually thereafter. Supplier will ensure that all employees with relevant job responsibilities participate in such training.

4. Issue Prioritization. Findings from CR Audits will be designated by Motorola, pursuant to the EICC standards, in one of the following categories: Priority Non-Conformance, Major Non-Conformance, Minor Non-Conformance and Risk of Non-Conformance (collectively “Findings”). Motorola utilizes these terms as defined by EICC and such definitions are available from EICC or from Motorola upon request. Motorola utilizes these industry standard definitions in reviewing any CR Audit Findings.

5. Issue Resolution. Below is the process and timeline that Supplier will follow if a CR Audit indicates a Finding or Findings.

i. At the conclusion of a CR Audit, Supplier will receive a written report and Motorola will submit each Finding into Motorola’s online CR correction action tracking system (“BIQS”). Supplier will receive email notice of each Finding.

ii. From the time the Findings are entered into BIQS, the Supplier has fourteen (14) days to submit an acceptable corrective action plan to Motorola for each Finding (7 days for priority Findings). Motorola may accept or reject any action plan at its sole discretion based upon best CR practices and industry standards for resolution of such Findings. As a guideline, Priority Non-Conformance Findings are to be contained within 48 hours of issue discovery and fully remedied within 30 days, issues of Major Non-Conformance Findings are to be remedied within 90 days, and Minor Non-Conformance Findings are to be remedied within 270 days. Once the findings have been resolved, the Supplier will submit written evidence into BIQs to demonstrate implementation of the corrective action plan.

3. Business Escalation. If Supplier refuses to allow or fails to cooperate with an audit, fails to meet the requirements of this Supplier Code of Conduct, or has Findings that are not resolved in accordance with Section F(5), then Motorola may initiate a Business Escalation process that may include at Motorola’s discretion escalated meetings, a determination not to award new business, or a termination of the relevant agreement for receipt of goods or services from such Supplier (“Business Escalation”). Motorola will provide a detailed description of the Business Escalation process to Supplier upon written request.