Antitrust Policy Statement

ESCO INSTITUTE, LTD.
Antitrust Policy Statement

ESCO INSTITUTE, LTD. ("ESCO") is an Illinois corporation organized to provide standards, education testing services, standardized training, certifications, curriculum, and professional development in the HVACR and building science arenas to ensure technicians, instructors, and organizations stay aligned with evolving standards and regulations.

ESCO sometimes provides a common meeting place (in-person and online) where students, educational institutions, and industry leaders ("HVAC Stakeholders") can share or learn about current developments in the HVAC sector.

ESCO does not intend to, and may not, play any role in the competitive decisions of the HVAC Stakeholders or their employers or agents, nor in any way restrict competition among users or suppliers in any of the industries it serves.

Through its conferences, seminars, educational courses, technical committee meetings, and other activities, ESCO brings together representatives of competitors in many educational, manufacturing, service, and sales areas. Although the subject matter of ESCO activities is normally technical in nature, and although the purpose of these activities is principally educational and there is no attempt to restrain competition in any manner, nevertheless the ESCO recognizes the possibility that ESCO's activities could be seen by some as an opportunity for anti-competitive conduct. For this reason, ESCO takes the opportunity, through this Statement of Policy, to make clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with these laws.

In addition to ESCO's firm commitment to the principle of competition served by the antitrust laws, the penalties which may be imposed upon ESCO and the HVAC Stakeholders involved in any violation of the antitrust laws are so severe that good business judgement demands that every effort be made to avoid such violation.

Certain violations of the Sherman Act, such as price-fixing, are felony crimes for which individuals may be imprisoned or fined, or both, and corporations can also be fined. In addition, treble damage claims by private parties (including class actions) for antitrust violations are extremely expensive to litigate and can result in judgments of a magnitude that could destroy ESCO and seriously affect the financial interest of HVAC Stakeholders.

It shall be the responsibility of every HVAC Stakeholder representative and ESCO to be guided by ESCO's policy of strict compliance with the antitrust laws in all ESCO activities. It shall be the special responsibility of ESCO's officers, committee chairpersons, and event leaders to ensure that this policy is known and adhered to in the course of activities pursued under their leadership.

To assist the ESCO staff in recognizing situations which may raise the appearance of an antitrust problem, ESCO may furnish, as a matter of policy to such people, ESCO's General Rules and Antitrust Compliance. Should questions arise as to the manner in which antitrust laws may apply to the activities of ESCO or any agent thereof, such questions should be directed to ESCO Headquarters.

Antitrust compliance is the responsibility of ESCO and every HVAC Stakeholder. Any knowing violation of the ESCO general Rules of Antitrust Compliance or this general policy by any HVAC Stakeholder will result in that person or entity being immediately suspended from ESCO activity or event.

General Rules of Antitrust Compliance

The following rules are applicable to all ESCO activities, and must be observed in all situations and under all circumstances without exception or qualification other than noted below:

1. No ESCO event shall be used for the purpose of bringing about or attempting to bring about any understanding or agreement, oral or written, formal or informal, expressed or implied, among competitors with regard to prices, terms or conditions of sale, distribution, volume or production, territories, or customers.
2. No ESCO activity or communication shall include discussion for any purpose or in any fashion of pricing methods, production quotas, or other limitations on either the timing, costs or volume of production or sale, or allocations of territories or customers.
3. No ESCO activity or communication shall include discussion which might be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods or services or to prevent any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.
4. Neither ESCO nor any HVAC Stakeholder shall make any effort to bring about the standardization of any product for the purpose or with the effect of preventing the manufacture or sale of any product not conforming to a specific standard.
5. No ESCO activity or communication shall include any discussion of what might be construed as an agreement or understanding to refrain from purchasing any raw materials, equipment, services, or other supplies from any supplier.
6. In conducting ESCO events, the presenter shall prepare and adhere strictly to a written agenda. An agenda of the event to document discussion topics may be distributed to all in attendance. The agenda should reflect ESCO's policy of complying with the antitrust laws. ESCO must approve of the agenda prior to its event. A copy of the agenda shall be sent promptly to the ESCO at the address below prior to any event.
7. Speakers at educational activities, committee and other technical ESCO events will be informed of the ESCO's General Rules of Antitrust Compliance before their presentations.
8. At informal discussions at the site of any ESCO meeting or event, but beyond the controls of its chairperson or leader, all participants/attendees are expected to observe the same standards of personal conduct as are required of ESCO in its compliance with these antitrust guidelines.
9. Prior to each event, the presenter or ESCO representative will read a statement regarding this policy. In addition, ESCO may provide attendees (by email or otherwise) with a checklist to help comply with ESCO's policy.