position to influence the selection or bidding process or negotiations involving that party. If you are directly involved in vendor selection, and the potential conflict involves a vendor or potential vendor, you must notify your manager immediately and remove yourself from the decision-making process. You should also not be involved in assessing the quality of the goods or service provided if the vendor with whom you have a relationship is selected.

If you have a relative or close friend who works for a competitor, notify your manager, and take extra precautions to avoid giving them access to Teradata confidential information and information systems, and avoid communicating with them about things covered by our competition/antitrust law compliance and insider-trading Code provisions and policies.

A romantic relationship between a representative of a seller and a representative of a buyer also raises conflict of interest issues that must be disclosed and addressed before any transaction including their employers is completed.

Teradata’s policy on employment of family members (Corporate Management Policy (“CMP”) 201) generally prohibits us from hiring, supervising, or otherwise overseeing a family member or a person with whom we have a romantic relationship. If you have or are aware of any such conflict, then you must report it immediately to your manager and Teradata Human Resources representatives so the hiring, supervisory, and/or overseeing relationship between the two involved people can be changed or otherwise addressed.

Outside Employment and Investments

Taking employment outside of Teradata or holding a major stake in a Teradata competitor also may create a conflict of interest for a Teradata associate. If you are a full-time Teradata employee, you may not conduct any non-Teradata business that interferes with the

proper performance of your employment with Teradata. This includes conducting outside business during your Teradata working hours or using Teradata property, equipment, networks, information, or other resources for non-Teradata business uses. Also, serving on the board of another for profit or publicly-traded company can present conflict of interest issues. Teradata associates should raise all new offers of such roles and questions regarding holding major shares in our competitors to their manager and the Teradata Law Department. We can typically address these situations by communicating about the boundaries, expectations, and requirements of the position and the intended extent of the shareholding.

Corporate Opportunities

In some cases, through your position at Teradata, you may become aware of an opportunity to make a purchase or investment in which Teradata might be interested. You must promptly notify your manager of the opportunity to allow Teradata to evaluate it. If Teradata opts not to pursue that opportunity, you must also seek and obtain written approval from your manager and the Teradata Ethics & Compliance Office before you act on it for yourself or refer it to another party.

Handling Conflicts of Interest

Teradata recognizes a conflict of interest may develop without any bad intentions, and changes in circumstances may arise that create a conflict or the appearance of a conflict of interest where none previously existed.

The important thing to remember regarding this subject is as soon as you become aware of a possible conflict of interest situation you must disclose it to your manager. Your manager, working with Teradata Human Resources, the Law Department, and/or the Teradata Ethics & Compliance Office, will determine what must be done to resolve it, or will give you approval to proceed with assurances you will implement proper precautionary actions so a potential conflict of interest will not become an actual one.