II. OVERVIEW OF GENERAL ILS PROGRAM REQUIREMENTS

   總體要求

As a Licensee or Vendor for Disney, you play a critical role in helping to ensure that Disney branded products are made in safe, inclusive, and respectful workplaces. Licensees and Vendors are required to comply with the following ILS Program requirements described in detail in this ILS Program Manual:

1.  SELECT COMPLIANT FACILITIES IN AND SOURCE FROM PERMITTED SOURCING COUNTRIES:

Do not produce Disney branded products in or source components or materials from countries that are not on Disney’s Permitted Sourcing Countries list.In addition, production in and sourcing from certain Permitted Sourcing Countries is subject toconditions and restrictionsthat you must comply with. (See the Sourcing Restrictions section for details.)

The Disney Code of Conduct for Manufacturers (“Disney Code”) requires all Facilities engaged in the production of Disney-branded products to meet and maintain, at a minimum, a requisite level of compliance with the Disney Code or another code of labor standards approved in advance by Disney (the Disney Code and any approved alternative code may be referred to together as the “Code”). This requisite level of compliance is referred to as the Minimum Compliance Standard (“MCS”). You are responsible for selecting and using only Facilities that meet and maintain, at a minimum, the MCS. (See the Disney Code of Conduct for Manufacturers and Minimum Compliance Standard section for details.

2.  DECLARE ALL FACILITIES AND SUBMIT REQUIRED DOCUMENTATION IN A TIMELY MANNER:

You must declare each Facility, wherever it is located, before beginning any production of Disney branded products at the Facility by submitting to Disney a Facility and Merchandise Authorization (“FAMA”) Application in a timely manner. This includes any and all subcontractor Facilities proposed for use. If the Facility is located in a Permitted Sourcing Country where ILS Audits are required, you must also submit a qualified ILS Audit Report that demonstrates that the Facility meets

MCS unless a qualified ILS Audit Report is already on file with Disney. (See the Sourcing Restrictions, Facility Declaration and Authorization, and ILS Audits sections for details.)

3.  RECEIVE AUTHORIZATION FROM DISNEY PRIOR TO PRODUCTION:

Before you begin Disney branded production in any Facility you propose to use, you must obtain a signed FAMA from Disney. As a Licensee or Vendor, you must also receive prior authorization for all proposed subcontractor Facilities by obtaining a signed FAMA for these Facilities. (See the Facility Declaration and Authorization section for details.)

4. MANAGE ONGOING COMPLIANCE AND PROVIDE PERIODIC ILS AUDITS IF REQUIRED:

Educate prospective and current Facilities about the Code, the MCS, and the ILS Program requirements. As a Licensee or Vendor, you must distribute the Code to each ofyour Facilities and ensure that your Facilities fully understand Disney’s expectations and requirements. Once Disney branded production at a Facility is authorized, you are responsible for working with the Facility to ensure on going compliance by the Facility with applicable ILS Program requirements, the remediation of anylabor issues that may arise during production, and ensuring that your Facilities fully comply with the Code to the extent it is commercially reasonable. (See the Disney Code of Conduct for Manufacturers and Minimum Compliance Standard section for details.)