Version Date: April 19, 2019

A. Introduction. It is the general policy of Quality Technology Services, LLC and its affiliates (“QTS”) to conduct their business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws, rules and regulations. Obeying the law both in letter and in spirit is the foundation on which QTS’ ethical standards are built. In carrying out this policy, QTS has adopted the following Supplier Code of Conduct (the “Code”).

B.  Applicability.  This Code is applicable to all individuals and entities providing goods or services to QTS, and all personnel employed or engaged by such providers in connection with their provision of such goods or services to QTS (collectively, the “Supplier”). The Supplier is expected (i) to read and understand this Code and its application to the performance of its business responsibilities, and (ii) to conduct itself in accordance with this Code and to seek to avoid even the appearance of wrongdoing or improper behavior. If a law conflicts with a policy in this Code, the Supplier must comply with the law; however, if a local custom or policy conflicts with this Code, the Supplier must comply with this Code.  

C. Honest and Ethical Conduct.  Supplier personnel always must conduct themselves in an honest and ethical manner. The Supplier must act with the highest standards of personal and professional integrity and not tolerate others who attempt to deceive or evade responsibility for their actions. All actual or potential conflicts of interest between personal and professional relationships must be handled honestly, ethically, transparently and in accordance with the policies specified in this Code. In addition, the Supplier must be direct, honest and truthful in discussions with, or requests for information from, QTS, regulatory agency officials and government officials.

D. Compliance with Applicable Governmental Laws, Rules and Regulations. The Supplier must respect and obey the laws, rules and regulations (including insider trading laws) of the jurisdictions in which QTS operates and the rules and regulations applicable to QTS’ business, including those of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”). Disregard of the law will not be tolerated. Violation of any applicable laws, rules and regulations may subject an individual, as well as Supplier, to civil or criminal penalties.

E. Conflicts of Interest. The term “conflict of interest” describes any circumstance that could cast doubt on an individual’s ability to act with total objectivity with regard to QTS’ interests. QTS requires its Suppliers to be free from any conflicts of interest. Conflict of interest situations may arise in many ways, including, for example:

• Loans or favors that the Supplier, a worker, or a family member receives through its relationship with QTS;

• Improper advantages gained by acting on information learned through the Supplier’s relationship with QTS;

• Business opportunities that belong to QTS; and

• Suppliers that employ or are controlled by QTS employees or their family members (unless approved by the QTS Board of Directors).

The Supplier should promptly disclose actual or potential conflicts of interest relating to Supplier’s activities as a Supplier to QTS at [email protected] or to the QTS Ethics Hotline at (855) 636-2632 or www.qtshotline.ethicspoint.com (“Ethics Hotline”). When using the Ethics Hotline, individuals may remain anonymous. However, bear in mind that in some cases anonymity may hinder a full investigation of the issue. If an individual chooses to remain anonymous, please be sure to provide a sufficiently detailed description of the factual basis of the allegation so that an appropriate investigation can be performed.   

F. Intellectual Property and Confidential Information. QTS respects the intellectual property rights of others and expects other companies to respect its intellectual property rights. The Supplier is responsible for protecting QTS’ intellectual property rights. An important element of such protection is maintaining the confidentiality of QTS’ trade secrets and proprietary information. The Supplier must respect QTS’ intellectual property and not use QTS’ patented technology or reproduce confidential or proprietary materials without QTS’ prior written permission. The Supplier must safeguard QTS confidential information by not transferring, publishing, using, or disclosing it other than as necessary in the ordinary course of business or as directed or authorized by QTS. Materials that contain confidential information or that are protected by privacy standards should be stored securely and shared only internally with those employees with a need to know. 

G. Insider Trading. The Supplier is expected to comply fully with all applicable United States and foreign insider trading and securities laws governing transactions in the securities of QTS. Securities include common stocks, bonds, derivatives (e.g., options, futures, and swaps) and other financial instruments. Suppliers who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the provision of services or goods to QTS. All non-public information about QTS should be considered confidential information. To use non-public information for personal financial benefit, or to “tip” others who might make an investment decision on the basis of this information, is illegal and strictly prohibited.

H. Bribes, Gifts and Gratuities. The Supplier shall enter into and conduct all business relationships honestly and ethically. Bribery, kickbacks or other improper payments, direct or indirect, to any person in order to obtain a contract, some other commercial benefit or government action has no place in our business and is strictly prohibited. QTS strictly prohibits the Supplier from accepting such payments from anyone. The Supplier must use discretion and care to ensure that expenditures on QTS personnel or representatives are reasonable and in the ordinary and proper course of business and could not reasonably be construed as bribes or improper inducement or otherwise violate applicable laws and/or regulations. In any case, business courtesies offered should not be construed as intended to influence the judgment of the recipient so as to secure unfair preferential treatment or gain improper advantage. Generally, the Supplier should not offer gifts or entertainment to QTS employees valued at over $100 per gift.  The Supplier is responsible for ensuring that acceptance of any business courtesies, gifts, or entertainment is proper and could not reasonably be construed as an attempt by the offering party to secure favorable treatment or otherwise violate applicable laws and/or regulations. 

The Supplier, wherever located, will adhere to the letter and spirit of the United States Foreign Corrupt Practices Act (the “FCPA”), which prohibits giving or promising money or items of value to any foreign official (e.g., foreign government official, political party or candidate or public international organization) for the purpose of influencing a decision or obtaining business. The FCPA further prohibits giving money or items of value to any person or firm when there is reason to believe that it will be passed on to a government official for this purpose. Furthermore, the Supplier and its employees shall not be used as a conduit for corrupt payments. All agents of the Supplier must be engaged in providing legitimate business services for a fee not in excess of the customary local rate for similar services.

I. Compliance with Export Laws.  United States Export Control Laws govern all exports, re-export, and use of U.S.-origin commodities and technical data, wherever located. QTS requires that the Supplier comply with all U.S. and applicable foreign and multilateral export laws. Failure to comply could result in the loss or restriction of the Supplier or QTS’ export privileges. Violation of these laws also may result in fines and imprisonment. The Supplier is responsible for understanding how the Export Control Laws apply and for conforming to these laws to ensure no data, information, program and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

J.  Employment Relationships. QTS affirms the principle of equal employment and business opportunities without regard to any protected characteristic, including but not limited to: race, color, gender, religion, national origin, ancestry, age, citizenship status, military status, sexual orientation, marital status, medical condition, gender identity or expression, pregnancy, mental or physical disability, veteran status, genetic information or any other legally protected status. QTS’ policy prohibits harassment in any form, and QTS expects that the Supplier provide a work environment free from harassment. QTS requires the Supplier to practice and promote a work environment free from harassment, as appropriate under federal, state and local laws.

K.  Financial Integrity, Records, and Accounting. QTS relies on its books and records to report its financial results, make required legal filings, and make business decisions. As a QTS Supplier, Supplier must keep accurate books and records of all business dealings with QTS. These records must be in accordance with applicable standard accounting practices. If Supplier knows of any actual or potential financial, accounting, or books and records issue related to QTS, Supplier must contact QTS at the Ethics Hotline or at [email protected].

L.  Compliance with the Code. The matters covered in this Code are of the utmost importance to QTS, its stockholders and its business partners, and are essential to QTS’ ability to conduct its business in accordance with its stated values. QTS expects the Supplier and persons with whom the Supplier transacts business to adhere to the standards set forth in this Code in carrying out their duties to QTS.