Code of Conduct

Last Updated: September 2026

About This Code. We deal fairly and honestly with those whose interests we affect, and we treat them as we would expect to be treated. We forego any business opportunity that requires a violation of the law or these principles, and we undertake only those business activities that would withstand public ethical review. We disclose and remove any conflict of interest regarding our responsibilities to YugabyteDB, Inc. (“Yugabyte”) as required. We refrain from any act when we are in doubt about its legality or ethical appropriateness. We help employees resolve any ethical dilemma they may face and provide an environment where anyone may question a Yugabyte practice without suffering retaliation or retribution. This Code of Conduct applies to all employees, officers, and directors of Yugabyte and its affiliates and subsidiaries, worldwide. We also expect our contractors, consultants, and business partners to act consistently with its spirit.
Respect, Inclusion, and a Harassment-Free Workplace. We promote open communication and expect everyone to foster a respectful and collaborative environment. We are committed to a workplace free of discrimination and harassment. We do not tolerate discrimination or harassment based on race, color, ancestry, national origin, religion, age, sex, gender, gender identity or expression, sexual orientation, marital status, pregnancy, disability, genetic information, veteran status, or any other characteristic protected by applicable law. Harassment includes unwelcome conduct (verbal, physical, visual, or online) that creates an intimidating, hostile, or offensive environment, and includes sexual harassment, bullying, and retaliation. This standard applies wherever we work, including offices, remote and virtual settings, business travel, company events, and online channels. We are also committed to building a diverse workforce and an inclusive culture where everyone can do their best work and feel they belong, and we make employment decisions based on merit and business need. If you experience or witness discrimination or harassment, report it through any channel in the Speaking Up section. We will not retaliate against anyone who raises a concern in good faith.
Remote and Hybrid Work. The standards in this Code apply wherever and however you work. When working remotely, protect company and customer information, use approved applications, online subscriptions, and only use secured systems and networks as is permitted by Yugabyte’s then-current acceptable-use and information security policies, keep devices locked while not in use and updated with the latest security patches, and conduct yourself professionally in video meetings and online channels just as you would in person.
Protecting Data and Privacy. Because our business is built on data, protecting it is central to who we are. We handle personal data about employees, customers, and others responsibly and in line with applicable privacy laws, which may include the GDPR, the CCPA/CPRA, and other regional requirements. We collect and use personal data only for legitimate business purposes, limit access to those who need it, and do not use it in ways the individual would not reasonably expect. Customers trust us with their data and systems, so we access customer data only when authorized and necessary, and use it only to deliver and support our products and services. Personnel are expected to follow our security policies, use strong authentication, and protect credentials. If you suspect a data breach, security incident, or loss of a device containing company or customer data, report it immediately to your manager and to Yugabyte’s Security Team by email (security@yugabyte.com).
Responsible Use of Technology and AI. We use technology, including artificial intelligence tools, to do our best work. Do not input confidential, proprietary, or personal data into external or public AI tools that are not approved for that use; any use of AI-related technology should be conducted in compliance with Yugabyte’s then-current information security and AI policies. Personnel are expected to review AI-generated output for accuracy, bias, and appropriateness before relying on or publishing it, and remember that you remain responsible for the work. We build and use technology in our products ethically, with attention to security, fairness, transparency, and the impact on the people it affects. We use company systems and devices for legitimate business purposes and in line with our acceptable-use and information security policies.
Competitive Procurement. Competition among Yugabyte’s suppliers is necessary to ensure that we buy high-quality materials and services at the best possible prices. Be fair and impartial in your treatment of suppliers, and insist that they compete for business based on our requirements.
Reciprocity. Do not suggest to suppliers that they cannot sell to Yugabyte unless they buy our products or services in return. This may constitute reciprocal dealing, which can undermine our commitment to procure for Yugabyte the best quality products and services at the best price. It may even be unlawful. This does not mean that a Yugabyte customer cannot also be a supplier. It means that our decision to use customers as suppliers will be based on their merits as suppliers and Yugabyte’s requirements.
Consultants and Contractors. Engage consultants and contractors under a written agreement that defines the work, addresses conflicts of interest and ownership of work product, and requires compliance with all applicable laws and this Code of Conduct. Consultants may not be engaged to do anything that would be improper if done by an employee.
Marketing. Sell Yugabyte products and services on their capabilities and benefits to customers. Never disparage our competitors, their products, or their employees. Accurately represent Yugabyte’s products and services in all marketing, advertising, and sales contacts. If comparisons are made between Yugabyte’s products or services and those of a competitor, be very sure of the facts. Use information from knowledgeable and reputable third parties whenever possible.
Improper Payments and Anti-Bribery. Yugabyte does not and will not, directly or indirectly, condone the payment of anything of value to improperly influence a decision maker. Examples include payments intended to influence customers, suppliers, or governmental entities (including their officials or employees) to give or maintain business; to persuade officials or employees of another company to fail to perform or improperly perform their duties; or to influence legislation. We comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, wherever we operate.
Doing Business with Governments. Selling to government customers involves rules that are stricter than those in commercial business, including limits on gifts and gratuities to public officials, hiring restrictions, and specific procurement and pricing requirements. These rules vary by country and can carry serious penalties. If you are conducting business with any government on behalf of Yugabyte, contact Yugabyte Legal before you proceed.
Gifts, Meals, and Entertainment. To ensure that business-related gifts, meals or entertainment are not subject to abuse, Yugabyte permits them to be given or received only if:
1. They are associated with a business purpose and are appropriate as to time and place.
2. They are of limited and reasonable value, are not intended to influence, and do not even give an appearance of influencing the recipient.
3. They do not violate any law or generally accepted ethical standards concerning bribes or pay-offs, including the standards of the recipient’s organization.
4. They are consistent with accepted business practices and could withstand public ethical review.
Stricter rules apply to gifts involving government officials, as described in the Doing Business with Governments section. In countries where local custom is so strong that to refuse a gift or not reciprocate would be considered an insult, you may give and receive gifts of modest value if you obtain prior approval from Yugabyte Legal. These gifts must be lawful and properly reported. Decline or return excessive gifts, favors, or offers of entertainment that violate these guidelines, and inform the offeror of Yugabyte’s policy.
Proprietary Information. The protection of Yugabyte’s proprietary information against loss, theft, or misuse is a fundamental responsibility of every workforce member. You have ongoing confidentiality and invention-assignment obligations under your Proprietary Information and Inventions Agreement (“PIIA”) or, where you did not sign a separate agreement, the equivalent terms in your employment agreement or offer letter. Proprietary information is information that is not generally known outside of Yugabyte, and only Yugabyte’s executive officers or lawyers may determine which proprietary information, if any, may be released. Examples include:
1. Yugabyte technology and non-public source code.
2. Business plans, financial results and forecasts, and other non-public financial information.
3. Pending acquisitions, divestitures and mergers.
4. Specific customer transactions.
5. Unannounced products and services.
6. Pricing strategies.
7. Non-public information about investors and ownership.
8. Impending changes in senior management.
Speaking on Behalf of Yugabyte. Only authorized spokespeople may speak to the media or make public statements on behalf of Yugabyte. If a reporter or analyst contacts you, refer them to our marketing team and do not comment, including on rumors. On social media, you are welcome to participate, but make clear that your views are your own, never share confidential or customer information, do not make disparaging remarks regarding Yugabyte or its competitors, respect copyrights and trademarks, treat others with respect, and do not present yourself as speaking on behalf of Yugabyte unless you are authorized to do so.
Non-Disclosure. You are responsible for protecting company confidential information from disclosure as set forth in your PIIA or, where you did not sign a separate agreement, the equivalent terms in your employment agreement or offer letter. Even if you retire or leave Yugabyte, you may not disclose proprietary Yugabyte information or use it in any unauthorized manner. You must assign to Yugabyte the right to any ideas and inventions you develop that are capable of being used in an area of Yugabyte’s business, as set forth in that agreement or your employment agreement. Inventions that are not developed for Yugabyte, are not within Yugabyte’s areas of business, and are not developed with the use of Yugabyte resources are excluded. If you believe your invention falls outside Yugabyte’s business interests, ask Yugabyte Legal for a written release.
Use of Yugabyte Property and Proprietary Information.
1. Yugabyte property is to be used only for company purposes. Misuse of Yugabyte equipment, tools, supplies and other assets for personal gain not only violates Yugabyte’s policies, but also may violate tax or other laws. Employees are expected to protect material properties (laptops and other equipment provided) from damage, theft, and vandalism whenever possible.
2. Yugabyte employees have an obligation not to misuse or steal the intellectual property of any customer, supplier, business partner, competitor, or other company. Yugabyte periodically gets information about other companies to assist in marketing or other legitimate activities. This is acceptable when the information comes from proper sources, which generally means information that is published or in the public domain, independently developed, or lawfully received from the owner or a third party. Employees may not, however, engage in industrial espionage or acquire information about other companies through improper means. Improper behavior includes persuading present or former employees of another company to divulge confidential information or receiving information that was illegally or improperly acquired by another party. If you come into possession of information from another company that has proprietary markings or that you believe may be proprietary, you must determine if Yugabyte is authorized to have it. If you are not sure, contact Yugabyte Legal at legal@yugabyte.com. If Yugabyte should not have the information, Yugabyte Legal is the proper team to return the information to the owner.
3. Companies sometimes will provide proprietary information for a business reason. For example, a company may send information about a new computer product it is developing so a supplier can develop software for the product. When Yugabyte properly receives such proprietary information, there should always be a written non-disclosure agreement that defines Yugabyte’s obligations for the use and protection of the information. This agreement should be reviewed by Yugabyte Legal before it is signed. Once the information is entrusted to Yugabyte, you must protect its confidentiality and limit your use of it to what is authorized by the agreement. You are also responsible for making sure that only authorized employees have access to the information.
Software Licensing and Open Source. Yugabyte licenses software from outside companies and prohibits the unauthorized duplication and use of copyrighted, licensed software. It is the responsibility of each employee to use software only as its license permits and to report any misuse to Yugabyte Legal. Illegal reproduction of software may result in civil damages and criminal penalties. Open source is central to our business. Use, distribute, and contribute to opensource software only in accordance with our open-source policy and applicable license terms, and obtain approval before contributing Yugabyte code to external open-source projects.
Conflict of Interest. Employees must avoid situations where loyalty could be divided or personal interests could be in conflict with those of Yugabyte. A conflict of interest would exist, for example, if you had personal interests that you could advance at the expense of Yugabyte’s interests. Examples of conflict situations include competing with Yugabyte, either by marketing products or services that compete with Yugabyte’s, or by working for a competitor of Yugabyte as an employee, consultant or member of its board of directors. In addition, you may not enter into any business relationship that could reasonably be interpreted as not being in the best interests of Yugabyte. This policy includes ownership of stock in a competing company. However, ownership of less than 5 percent of the stock of a company listed on a public stock exchange will not ordinarily be considered a conflict of interest unless it is a large enough investment to influence your actions as a Yugabyte employee. Further examples of conflicts of interest include:
1. Soliciting or accepting money, gifts or any other form of compensation from any supplier to represent their interests at Yugabyte.
2. Acting as a supplier or subcontractor to Yugabyte in your own right, or through a company in which you or a family member are a part owner. Any exceptions to this rule must be approved by Yugabyte Legal.
3. Conducting business with former employees of Yugabyte prior to one year after the termination of their employment. If you seek to make an exception, to guard against potential conflicts of interest and to ensure that any potential contract employee arrangement is in accordance with IRS regulations, discuss the proposed relationship with Yugabyte Legal or Yugabyte’s People team.
4. Investing in a company in which Yugabyte has or is making an investment without prior approval from Yugabyte Legal, unless Yugabyte’s investment or investing activity has been publicly disclosed, your investment in that company is made during a public offering or through a securities exchange or national automated quotation system at the market price, and you were not in possession of material, non-public information about the company when you invested.
Improper Relationships and Insider Trading
1. Employees should not have any business or financial relationships with customers, suppliers, or competitors that could in any way impair or appear to impair the proper performance of their jobs, unless the relationships have been disclosed and approved by Yugabyte Legal.
2. Through your work, you may learn material non-public information about Yugabyte or about another company, such as a customer, partner, or a company involved in a potential acquisition. It is illegal, and against our policy, to trade securities based on that information or to disseminate it to others so they can engage in any form of trading activities. If you have material non-public information about any company, do not trade in its securities until the information is public, and do not share it outside Yugabyte. Contact Yugabyte Legal if you are unsure whether information is material or non-public. These obligations continue after you leave Yugabyte.
Antitrust Laws
1. Laws in many countries prohibit actions that could unreasonably restrain the functioning of a free and competitive marketplace. Examples of possible violations of these laws are agreements among competitors to charge the same prices for their products, divide markets, jointly control production, or boycott others.
2. Any agreement that could limit competition in the market may be a violation of these laws and must be reviewed by Yugabyte Legal. You need to exercise caution whenever you encounter a competitor because, in a later context, even innocent verbal exchanges can be viewed as an improper agreement. Avoid any discussions with competitors related to market share, projected sales for any specific product or service, revenues and expenses, production schedules, inventories, unannounced products and services, pricing strategies, marketing, or other proprietary information.
3. These guidelines apply to all contacts you may have with competitors, including those at trade shows or meetings of professional organizations.
Trade Compliance. Many products, software, and associated technical or commercial data may not be exported without the required government approval, and in some cases export licenses must be obtained. We also must not allow our products to be diverted or distributed to restricted or sanctioned countries or parties. Many types of transactions can be considered exports, including:
1. Shipping data or software to a Yugabyte facility in another country.
2. Performance of a technical service in a foreign nation.
3. Conversations of a technical nature with a citizen of another country, even when the foreign citizen is in your country (for example, in the U.S. you must have written U.S. government approval to release certain technical data even in casual conversations).
4. Presentation of unpublished research to an audience that includes foreign citizens, if the government has sponsored the work.
Disclosures. If you have any doubt about a pending situation or need to discuss the specific restrictions from your government, check with Yugabyte Legal.
Health, Safety, and the Environment. We are committed to providing a safe and healthy workplace and comply with all applicable health and safety laws. Report unsafe conditions, threats, or acts of violence promptly. We maintain a workplace free of violence and of the misuse of alcohol or drugs that could affect safety or performance. We also conduct our operations responsibly, comply with applicable environmental laws, and work to reduce the environmental impact of our operations, including energy use. We expect our partners and suppliers to share this commitment.
Compliance with Government Investigations. It is Yugabyte’s policy to cooperate with governmental authorities in their proper performance of inquiries or investigations. However, it is important that all such matters be properly coordinated within Yugabyte. Since government investigations are normally conducted in the context of some applicable law, business unit or corporate lawyers should be immediately notified and brought into any investigation in which Yugabyte becomes or might become involved. “Investigation” is defined as a non-routine inquiry regarding a possible violation of law by Yugabyte, any Yugabyte employee, or any other company or person. It does not include routine government audits or compliance reviews. In the event of an investigation, all requests, either oral or written, for access to Yugabyte files or for other information should be referred immediately to Yugabyte Legal. If a government official attempts to serve a subpoena, contact Yugabyte Legal immediately.
Political Activity. In the U.S., federal law prohibits the use of Yugabyte resources to publicly support political parties or candidates, or to reimburse employees’ personal political contributions. In countries where political contributions are allowed, Yugabyte policy requires employees to submit requests to Yugabyte Legal. Federal and state laws in the United States permit companies to sponsor political action committees, funded by voluntary contributions from employees and stockholders, which may make political contributions on behalf of their members. The Chief Executive Officer must approve the sponsorship of any political action committees sponsored by Yugabyte, its affiliates, or its subsidiaries, and such committees must be organized and conducted in strict accordance with the law, with membership entirely voluntary. Individual employees, of course, may support the parties and candidates of their choice, as long as they do so on their own time and do not use Yugabyte’s name or resources.
Recordkeeping and Reporting. Information that you record and submit internally or to any party outside Yugabyte must be accurate, timely, and complete so as to provide a true and accurate picture of the matter. Reports must not mislead those who receive them, whether by what is said or what is not said. It is Yugabyte’s policy that its records be retained only during the period of their immediate use unless longer retention is required by law, litigation, court order, or for internal or historical reference. If you are unsure about the proper retention period of a record, ask Yugabyte Legal.
Reimbursement of Expenses. Yugabyte reimburses employees for authorized expenses incurred in the conduct of Yugabyte business. These expenses must be reasonable, ordinary and necessary, and costs must be recorded accurately, without substitution or mislabeling of costs. See our internal expense policy for complete details.
Related Policies. This Code works alongside our other policies, including those on equal employment and non-discrimination, information security, acceptable-use, dispute resolution, health and safety, workplace violence, anti-harassment, and records retention, which are available to employees in the employee handbook. Where a specific policy is more detailed than this Code, follow that policy. If there is any ambiguity in a policy or a perceived conflict between policies, contact Yugabyte Legal for further clarification.
Compliance and Discipline. Employees are expected to comply with all applicable legal requirements and to understand the laws and regulations that apply to their work. Failure to comply with the standards explained in this Code of Conduct may result in disciplinary action up to and including termination of employment, referral for criminal prosecution, and/or legal action seeking reimbursement to Yugabyte for any losses or damages resulting from the violation. Disciplinary action will be taken:
1. Against any employee who authorizes or participates in actions that violate Yugabyte’s business conduct standards.
2. Against any employee who deliberately fails to report a violation or withholds relevant and material information concerning a violation.
3. Against a violator’s manager, to the extent the circumstances of the violation reflect inadequate supervision or a lack of care, and against any manager who retaliates, directly or indirectly, or encourages others to do so, against an employee who reports a violation of these standards.
Speaking Up. If you need help resolving an ethics issue that directly concerns you, the best resource in most situations is your manager. If you see conduct that appears questionable, raise it with the person or their manager where possible. If these approaches are not appropriate or do not resolve the problem, you can also contact:
1. The People Team (people@yugabyte.com)
2. Yugabyte Legal (legal@yugabyte.com)
3. Any member of senior leadership
4. Our confidential ethics hotline, available at https://app.goethena.com/hotline/6c192f6f, which allows you to raise concerns and, where permitted by law, to do so anonymously.
Non-Retaliation. We encourage you to ask for help and to report possible violations of the law or Yugabyte’s Code of Conduct. You will not lose your job or be placed at any career disadvantage for questioning a Yugabyte practice or reporting a possible violation in good faith. Yugabyte will investigate possible violations and will respect the rights of all parties concerned. The identity of anyone reporting a possible violation will be kept confidential to the extent possible. Retaliation against anyone who raises a concern in good faith is itself a violation of this Code.
Exceptions. Policies and practices sometimes have exceptions. If you encounter a situation that is not covered by this guide or seems to require an exception, talk with your manager, or if that does not seem appropriate, one of the other resources identified in the Speaking Up section. Your manager will consult with senior management and/or Yugabyte Legal to determine if an exception is warranted.