ASSOCIATE CODE OF CONDUCT

True Religion Apparel, Inc. Associate Code of Conduct


This Associate Code of Conduct applies to all vendors, manufacturers, contractors, and suppliers (collectively, hereinafter, “Associates”) that provide goods, merchandise and/or services to True Religion Apparel, Inc. (d/b/a True Religion Brand Jeans) or any of its subsidiaries, affiliates or agents (the "Company").

In connection with its commitment to enforce and uphold the principles set forth in this Associate Code of Conduct, the Company provides employees who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to risk mitigation.

While the Company recognizes that there are different legal and cultural environments in which factories operate throughout the world, this Associate Code of Conduct sets forth the basic requirements all Associates must meet in order to do business with Company. The Associate Code of Conduct also provides the foundation for the Company's ongoing evaluation of an Associate's employment practices and environmental compliance.

1. GENERAL PRINCIPLE.
Associates that provide or produce goods for the Company shall operate in full compliance with the laws of their respective countries and with all other applicable laws, rules and regulations, including those relating to labor, worker health and safety, and the environment. Associate retains the sole responsibility to know, understand, and comply with the applicable statutes and regulations necessary to conduct its business.

The Associate must allow Company and/or any of its representatives or agents unrestricted access to its facilities and to all relevant records at all times, whether or not notice is provided in advance.

2. ENVIRONMENT.
Associates must comply with all applicable environmental laws and regulations, including obtaining and maintaining current all required environmental permits and registrations.

A. The Associate must have an environmentally responsible management system or plan for addressing all waste materials and production by-products.

B. To ensure safe handling, movement, storage, recycling, reuse and disposal, Associate must identify and manage substances that pose a hazard if released to the environment and comply with applicable labeling laws and regulations for recycling and disposal.

C. The Associate must have a procedure for notifying local community authorities in case of accidental discharge or release or any other environmental emergency.

3. DISCRIMINATION.
Associates shall employ workers on the basis of their ability to do the job, not on the basis of their personal characteristics or beliefs.

A. The Associate shall employ workers without regard to race, color, gender, nationality, religion, age, maternity or marital status.

B. The Associate shall not subject any person to discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability (including pregnancy), sexual orientation, nationality, political opinion, or social or ethnic origin.

C. The Associate shall ensure that women receive equal treatment in all aspects of employment. Pregnancy tests shall not be a condition of employment and pregnancy testing (if offered) shall be completely voluntary and at the sole and complete option of the employee. Workers shall not be forced to use contraceptives.

4. FORCED LABOR.
The Company will not do business with Associates that use forced labor of any kind, including prison labor, indentured labor or bonded labor, or permit their Associates to do so.

A. If the Associate recruits foreign contract workers, the Associate must pay agency recruitment commissions and shall not require any worker to remain in employment for any period of time against his or her will.

B. By executing this document, Associate certifies that materials incorporated into goods and merchandise manufactured for the Company comply with labor and trafficking laws, and with all other applicable laws, rules and regulations of the respective country or countries in which they do business.

5. CHILD LABOR.
Associates must comply with all applicable child labor laws and are encouraged to develop lawful workplace apprenticeship programs for the educational benefit of their workers, provided that all participants meet the Company's minimum legal age requirement. Under no circumstances shall Associates employ workers under the age of their country’s compulsory education limit.

A. Every worker employed by the Associate must meet the applicable minimum legal age requirement.

B. The Associate must comply with all applicable child labor laws, including those related to hiring, wages, hours worked, overtime and working conditions.

C. The Associate shall encourage and allow eligible workers, especially younger workers, to attend night classes and participate in work-study programs and other government-sponsored educational programs.

D. The Associate shall maintain official documentation for every worker that verifies the worker's date of birth. In those countries where official documents are not available to confirm exact date of birth, the Associate shall confirm age using an appropriate and reliable assessment method.

6. WAGES & HOURS.
Associates shall set working hours, wages and overtime pay in compliance with all applicable laws. Workers shall be paid at least the minimum legal wage or a wage that meets local industry standards, whichever is greater. While it is understood that overtime is often required in garment production, factories shall carry out operations in ways that limit overtime to a level that ensures humane and productive working conditions.

A. The Associate must pay overtime and any incentive (or piece) rates that meet all legal requirements or the local industry standard, whichever is greater. Hourly wage rates for overtime must be higher than the rates for the regular work shift.

B. The Associate shall not require, on a regularly scheduled basis, a work week in excess of 60 hours. Workers may refuse overtime without any threat of penalty, punishment or dismissal.

C. Workers must be granted at least one day off in seven.

D. The Associate shall provide paid annual leave and holidays as required by law or which meet the local industry standard, whichever is greater.

E. For each pay period, the Associate shall provide workers an understandable wage statement which includes days worked, wage or piece rate earned per day, hours of overtime at each specified rate, bonuses, allowances and legal or contractual deductions.

F. The Associate shall comply with all provisions for legally mandated benefits, including but not limited to housing; meals; transportation and other allowances; health care; child care; sick leave; emergency leave; pregnancy leave; vacation, religious, bereavement and holiday leave; and contributions for social security, life, health, worker's compensation and other insurance.

7. WORKING CONDITIONS.
Associates must treat all workers with respect and dignity and provide them with a safe and healthy environment. Associates shall comply with all applicable laws and regulations regarding working conditions. Associates must treat their employees with respect and dignity. No employee shall be subject to physical, sexual or psychological harassment or abuse.

8. PHYSICAL FACILITIES.
Associates' physical facilities ("Facility") must be sufficiently lighted and ventilated, aisles accessible, machinery maintained, and hazardous materials sensibly stored and disposed of. Associates providing housing for workers must keep these facilities clean and safe.

A. The Facility shall not engage in or permit physical acts to punish or coerce workers and does not engage in or permit psychological coercion or any other form of non-physical abuse, including threats of violence, sexual harassment, screaming or other verbal abuse.

B. The Facility must comply with all applicable laws regarding working conditions, including worker health and safety, sanitation, fire safety, risk protection, and electrical, mechanical and structural safety. There are windows, fans, air conditioners or heaters in all work areas for adequate circulation, ventilation and temperature control.

C. Work surface lighting in production areas within the Facility such as sewing, knitting, pressing and cutting ¬ shall be sufficient for the safe performance of production activities.

D. There must be sufficient, clearly marked exits allowing for the orderly evacuation of workers in case of fire or other emergencies. Emergency exit routes are posted and clearly marked in all sections of the Facility and evacuation drills are conducted at least annually.

E. Doors and other exits shall be kept accessible and unlocked during all working hours for orderly evacuation in case of fire or other emergencies. All main exit doors must open to the outside.

F. Appropriate fire extinguishers must be available throughout the Facility and visible and accessible to workers in all areas. Fire alarms shall be on each floor and emergency lights must be above exits and on stairwells.

G. Machinery shall be equipped with appropriate and functional safety devices and is inspected and serviced on a regular basis. Sufficient personal protective equipment is made available at no cost to all workers and instruction in its use is provided.

H. The Facility shall provide first aid kits on every Facility floor and shall train specific staff in basic first aid procedures. The Facility must enact procedures for dealing with serious injuries that require emergency medical treatment.

I. The Facility must establish procedures and systems to manage, track, and report occupational injury and illness. Such procedures should encourage thorough investigations and implementation of corrective actions.

J. The Facility shall maintain clean and sanitary toilet areas and places with no unreasonable use restrictions throughout working hours.

9. FREEDOM OF ASSOCIATION.
Workers are free to join associations of their own choosing. Associates must not threaten, penalize, restrict or interfere with workers who wish to lawfully and peacefully associate, organize or bargain collectively. The decision whether or not to do so shall be made solely by the workers.

10. MONITORING AND ENFORCEMENT.
As a condition of doing business with the Company, each and every Associate must comply with this Associate Code of Conduct. Associates must manifest their commitment to the implementation of the principles of this policy by maintaining or establishing an appropriate management system (with adequate documentation and record-keeping in place) to address compliance with these principles and detection and correction of any non-compliance.

The Company will continue to develop monitoring systems to assess and ensure compliance including, but not limited to, independent, unannounced on-site visits by a third-party audit firm. The Associate Code of Conduct must also be prominently displayed in the workplace.

If the Company determines that any Associate has violated this Associate Code of Conduct, the Company may either terminate its business relationship or require the Associate to implement a corrective action plan. If corrective action is advised but not taken within thirty (30) days, the Company reserves the right to suspend placement of future orders and may terminate current production.

11. SUBCONTRACTING.
Associates may not use subcontractors in the manufacture of the company’s products or product components without the prior written consent of the Company, and only after such time as the subcontractor has demonstrated to Company’s satisfaction its compliance with this Associate Code of Conduct.