OUR

CODE
A LETTER FROM JENSEN
We are building one of the world’s great technology companies. NVIDIA is a
“learning machine” that constantly evolves by seeking challenging opportunities
that matter to the world, and that only we can solve. We attract the world’s best
people, so we can achieve our highest aim: building a company that lets us do
our life’s work, at the highest level of our craft.

The computing platforms we build are loved by the most demanding computer
users—gamers, designers, and scientists. They seek us out because they need
the supercharged form of computing that we pioneered—GPU computing. We’ve
evolved the GPU from a 3D graphics chip into the computer brain at the epicenter
of the industry’s most promising endeavors: artificial intelligence, self-driving
cars, intelligent robots, virtual reality.

We are inventing the future. Our people and our culture make our achievements
possible. We attract the best minds in the industry. People from diverse
backgrounds, who work as one team. People with a passion for craftsmanship,
who build amazing things. We challenge the status quo and innovate beyond
boundaries. We embrace failure as a vital part of learning. We work with speed
and agility, testing ourselves against first principles—and holding ourselves
to the highest standards of excellence.

Review Our Code. It’s a guide to how we conduct ourselves in our professional
relationships. It describes the principles that apply to how we act toward customers,
partners, competitors, vendors, government regulators, stockholders, fellow
employees, as well as the community at large. In everything we do, we must act
in a manner in which all of NVIDIA can take pride.

We’ve built a one-of-a-kind company. What we make allows the Einsteins and da
Vincis of our time to do their life’s work—pioneering discoveries that are profoundly
changing our world. By dedicating ourselves to Our Code, and nurturing our core
values, we will continue to demonstrate why NVIDIA is one of the world’s most
important—and admired—technology companies, making an impact in ways that
only we can.

Jensen Huang
CEO and Founder

NVIDIA Code of Conduct 2020 2

NVIDIA’S CORE VALUES FOLLOWING OUR CODE
INNOVATION Every NVIDIA employee and board member is expected to read, understand, and
Dream big, start small. Take risks, learn fast. comply with Our Code.
We make things that delight customers and raise industry standards.
We encourage employees to innovate, guided by first principles, not
We expect all third parties we do business with, including consultants, contractors,
consensus. We know our path to discovery will be paved with mistakes. and other service providers, to act in a manner consistent with Our Code.
We anticipate and avoid the ones we can. We accept, learn from, and
share the ones that occur. This allows us to invent things the world
Our Code provides high-level guidance on our core values. It’s impossible to
doesn’t even know it needs, and by doing so, invent the future.
spell out every ethical scenario we might face, so we rely on our good judgment
and high professional standards to uphold and apply Our Code.
INTELLECTUAL HONESTY
Seek truth, learn from mistakes, share learnings. Along with the corporate guidelines and policies linked within Our Code, we
We operate at the highest ethical standards. We seek to accurately also follow the additional policies on NVINFO.
know ourselves and our capabilities—acknowledging our weaknesses
and learning from our mistakes. The sharpest understanding of reality Failing to abide by Our Code, NVIDIA’s policies, or applicable law and regulations
improves our work. Identifying the origins of mistakes is not about
blame. It is essential to learning and constant improvement. We say can lead to disciplinary action, up to and including termination of employment
what we believe, and have the courage to act on it. or service.

SPEED AND AGILITY

Learn, adapt, shape the world. Training
We are alert and constantly learning, and adjust course to align to new
realities. This lets us create groundbreaking products at astonishing We complete training on Our Code upon hire and then every two years.
speed. No politics, no hierarchy stands in the way of inventing the future.

EXCELLENCE AND DETERMINATION Compliance Committee

Maintain the highest standards. NVIDIA’s Board of Directors has formed a Compliance Committee to ensure ethics
We hire extraordinarily talented individuals across the globe, people concerns are addressed appropriately.
determined to make a difference. We challenge ourselves to do our best
work. We measure ourselves not against the competition, but against
perfection—we call it the speed-of-light test. We are not deterred by
lengthy endeavors if they are worthy. We are playing a long game. Waivers
Any waiver of Our Code requires written approval from the Compliance Committee.
ONE TEAM If the waiver involves a member of the board of directors or executive officer,
Do what’s best for the company. approval by our board is also required and will be disclosed in line with applicable
We foster an environment of transparency, openness, and sharing rules or laws.
information. One that motivates our employees, and empowers them
to work as a single integrated team. We disagree openly and directly
because conflict is essential to resolving differences, improving ideas,
and achieving alignment. Our focus is on substance, not on style. By
putting the interests of the company before our own, we can more
easily accomplish NVIDIA’s vision.

NVIDIA Code of Conduct 2020 3

 WE HOLD OURSELVES TO
THE HIGHEST STANDARDS
IN ALL OUR DEALINGS.
We make ethical decisions
> When we face difficult decisions at > When it comes to ethical conduct,
NVIDIA, we take the time to consider err on the side of caution. If we’re
the implications of our actions unsure of what to do, we ask our

01
regarding the law, Our Code, and manager, our human resources or
other NVIDIA policies. legal representative, or NVIDIA-
> We ask ourselves what the impact Compliance.
would be if our conduct or action > Managers at NVIDIA must serve
became public or came to the as role models and are expected
attention of colleagues we respect. to provide proper guidance to
employees.

We do not engage in bribery

INTEGRITY > It’s never acceptable to give, receive,
or offer a bribe (including cash, gifts,
> We may also be held responsible
for the acts of our partners, agents,

AND entertainment, or anything of value),

or for a third party to do so on our
behalf.
and representatives.
> We should be particularly cautious

FAIRNESS
when interacting with government
> Offering a bribe can lead to officials or others connected to a
criminal sanctions and financial government and be aware of our
penalties against NVIDIA or its business partners’ affiliations with
representatives. government officials.

Know our key policies and guidelines:

Anti-Bribery Policy
Gift and Entertainment Policy
Conflict of Interest Policy

NVIDIA Code of Conduct 2020 4

We avoid conflicts of interest We do not trade on or disclose non-public information
> Make decisions in the best interests gain and our obligations to NVIDIA. > We don’t trade NVIDIA stock while with anyone outside NVIDIA, or
of NVIDIA. If such conflicts arise, we immediately we are aware of material, non-public those within NVIDIA without a
> Avoid situations where our actions remove ourselves from any decision- information or outside of designated valid need to know.
making role in the matter. trading periods (unless under a 10b5- > We don’t make recommendations to
might create a conflict—actual or
1 trading plan).
potential—between our personal anyone regarding the buying, selling,
> We don’t discuss material, non- or holding of NVIDIA stock.
Know our key policies and guidelines: public information about NVIDIA
Conflict of Interest Policy
Know our key policies and guidelines:
Insider Trading Policy
We do not limit competition Insider Trading FAQ
> We don’t engage in activities that > We conduct our internal discussions, 10b5-1 Trading Plan Guidelines
might limit competition or violate deliberations, and activities as if they
antitrust laws. were in the public view.
We maintain accurate business records
> We gather competitive information
with care, seeking only data that is > Create business records that are > Email and other electronic
publicly available or licensed to us. complete, timely, understandable, communications may be business
and reflective of the truth of the records. Avoid exaggeration,
Know our key policies and guidelines:
underlying transaction or event. derogatory language, and other
Antitrust and Competition Guidelines Always retain, protect, and dispose expressions that could be taken
of such records according to policy. out of context or are in violation
of company policy.
We comply with laws governing international trade > Only sign documents and contracts
that we are authorized to sign.
> Our products, services, and > Seek guidance from NVIDIA Global
technologies must comply with U.S. Trade to ensure that these transfers Know our key policies and guidelines:
as well as applicable import and comply with applicable laws. Authorization Matrix
export regulations in all countries Contract Policy
where they are delivered. Business Travel and Expense Policy
Records Retention Policy
Know our key policies and guidelines:
Finance Team Code
Trade Compliance Policy
Finance Policies

We meet our disclosure obligations

> We are committed to full, fair, agencies, as well as in other public
accurate, timely, and clear disclosure communications or in material that
in reports and documents that we we develop for internal use.
file with or submit to government

Know our key policies and guidelines:

Finance Team Code
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NVIDIA Code of Conduct 2020 5
 WE TREAT ALL PEOPLE
INSIDE AND OUTSIDE OF
THE COMPANY WITH
DIGNITY AND RESPECT.
We honor human rights
> We comply with all applicable laws; > We respect the right of all workers
respect internationally recognized to form and join trade unions, to
human rights where we operate; bargain collectively, and to engage
and support the rights of employees in peaceful assembly as defined

02
in our suppliers’ operations. by local laws. We also respect
> We don’t engage in child labor, the right of workers to refrain
from such activities. We seek
forced, bonded or indentured
employee feedback to promote
labor, involuntary prison labor,
open communication globally.
slavery, trafficking of persons,
or physical punishment.
> We offer competitive wages and
benefits worldwide and honor
working hours and work weeks

RESPECT
that meet or exceed local laws.

Know our key policies and guidelines:

Combating Trafficking in Persons Policy

We treat each other with respect

> We foster an environment of mutual environment. This includes, but is
respect, honesty, and openness, not limited to, offensive conduct,
where each employee is treated derogatory jokes or comments,
as a valid contributor. or unwanted sexual advances.
> We don’t tolerate actions, words, > This standard applies to our relations
or gestures that are abusive or with customers, partners, co-
harmful to others, are intimidating, workers, and fellow community
or create an offensive or hostile work members around the world.

Know our key policies and guidelines:

Policy Prohibiting Discrimination, Harassment, and Retaliation

NVIDIA Code of Conduct 2020 6

We promote diversity We create a safe and secure work environment
> We treat each individual fairly, and gender, sexual orientation, gender > We know and follow established > We don’t tolerate threats of any kind,
we don’t tolerate discrimination identity and expression, ethnicity or security and safety protocols, threatening behavior, intimidation,
or harassment against anyone national origin, disability, pregnancy, program requirements, regulations, stalking, or acts of violence.
on the basis of any protected religion, political affiliation, union and safe work practices, and we > We expect our suppliers and partners
characteristics. membership, covered veteran status, comply with the directions of all to comply with all applicable
protected genetic information, or security and emergency response
> We don’t consider protected security, environmental, health,
marital status. personnel.
characteristics when making and safety laws and standards
decisions regarding recruiting, > Our perspectives on diversity extend > We must not be under the influence in their operations.
hiring, compensation, benefits, beyond employees and potential of alcohol and or drugs (including
training, termination, promotions, employees to include how we treat medical marijuana) while at work,
or any other condition of employment our suppliers, partners, investors, and we may not bring drugs,
or career development. customers, and fellow community firearms, incendiary devices, or
members. other weapons onto NVIDIA
> Protected characteristics include
premises, or at any time we’re
but are not limited to race, color, age,
conducting NVIDIA business.

Know our key policies and guidelines: Know our key policies and guidelines:
Equal Employment Opportunity Policy Environment, Health, Safety & Energy Policy
Policy Prohibiting Discrimination, Harassment, and Retaliation Alcohol and Drug Use Policy
Gender Identity and Expression in the Workplace Smoking Policy

NVIDIA Code of Conduct 2020 7

 WE DELIGHT OUR CUSTOMERS
WITH INNOVATIVE PRODUCTS.
We provide quality products and services
> We create innovative products that > Our innovation enables NVIDIA to
transform our customers’ experience deliver value to our customers,
for the better. our shareholders, and ourselves.

Know our key policies and guidelines:

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Quality Policy

We foster long-term partnerships

> We enter into relationships > We never take undue advantage of
committed to promoting our a business relationship and never
partners’ interests, as well sacrifice a long-term relationship
as our own. for a short-term gain.

PASSION FOR We respect intellectual property

OUR PRODUCTS
> We respect the intellectual property > We cite others’ trademarks in
of others, just as we want others to accordance with the owners’
respect ours. guidelines.

AND CUSTOMERS
> We use patents and copyrighted > We don’t use NVIDIA networks,
material belonging to others only computers, or other resources to
after obtaining the proper licenses acquire, share, or store copyrighted
and permissions. material that is not properly licensed.

Know our key policies and guidelines:

Copyrighted Material Policy
Trademark Clearance Policy
Use of Third-Party Proprietary Source and Open Source Policy

NVIDIA Code of Conduct 2020 8

We maintain nondisclosure
> We treat the proprietary information > We don’t publicly disclose such
of our business partners as information without the express
confidential, just as we do our own. permission of its owner.

We comply with government contracting requirements

> We provide services and products to > We promptly contact the legal
governments, which often impose department if we receive an inquiry
rules that are different from, from a government official or agency.
and more restrictive than, those Legal will guide us in complying
that apply to purely commercial with government inspections,
transactions. investigations, and requests.
> We comply with these requirements
and view doing business with
governments as a special trust
and responsibility.

Know our key policies and guidelines:

U.S. Federal Government Contracting Guidelines

NVIDIA Code of Conduct 2020 9

 WE ACT AS ONE TEAM
TO DO WHAT’S BEST FOR
THE COMPANY.
We safeguard NVIDIA assets
> NVIDIA’s assets should be used > Keep personal use of NVIDIA assets
only for ethical and legal purposes to a minimum and avoid any use
that benefit the company and its that might lead to loss or damage,

04
shareholders, and should not be used including the introduction of viruses
to engage in outside commercial or a breach of IT security.
activities, illegal activities, or to > We’re responsible for all NVIDIA
create, store, or send content that property or documents issued to us.
others might find offensive. We must return all such property and
> Spend NVIDIA money only in documents immediately upon request
accordance with applicable policy. or upon termination of employment.

Know our key policies and guidelines:

DOING WHAT’S
Corporate Purchasing Policy
Personal Data and Information Guide
Cloud Use Guidelines

BEST FOR THE We uphold confidentiality

COMPANY > We keep documents, emails, and

other information confidential and
only disseminate them outside of
> When we choose to release
information, we must ensure that we
do so through the right channels and
NVIDIA when required for business in a manner that properly protects
reasons and with appropriate NVIDIA and our products.
confidentiality agreements.

Know our key policies and guidelines:

Personal Data and Information Guide
Cloud Use Guidelines

NVIDIA Code of Conduct 2020 10

We respect privacy and protect personal information We communicate responsibly with external parties
> We protect the personal information > We never share this information with > Except for authorized spokespersons, > Refer any questions from investors
of current and former employees, a third party or any colleague who employees may not communicate on or financial analysts to our CFO or
members of our board of directors, doesn’t have a need to know. behalf of NVIDIA or about NVIDIA’s Investor Relations department and
customers, job applicants, online business to the press, analysts, or any questions from the press or
users, business partners, and shareholders or in public forums. other media outlets to our Corporate
suppliers. Communications department.
> We obtain and use personal
information solely for legitimate Know our key policies and guidelines:
business purposes in accordance Regulation FD Policy
with the applicable privacy policy. Social Media Policy
Insider Trading Policy
Know our key policies and guidelines:
Insider Trading FAQ
Personal Data and Information Guide
Cloud Use Guidelines
We engage in responsible travel and entertainment
We market our products and services accurately > Employees who are required to travel > We strive to minimize expenses while
on business will be reimbursed for maintaining productivity and safety.
> We represent our products and presentations and don’t make false reasonable and appropriate travel
services accurately and truthfully. or illegal claims about competitors and entertainment expenses that are
> We always position and market our or their offerings. submitted on a timely basis.
products to maintain the value of > We protect the NVIDIA brand and
our innovation. its trademarks and only use them in Know our key policies and guidelines:
> We don’t create misleading accordance with our policy and with Business Travel and Expense Policy
proper authorization. Gift and Entertainment Policy
impressions in any advertising,
marketing, or sales materials or

Know our key policies and guidelines:

Copyrighted Material Policy
Trademark Clearance Policy

NVIDIA Code of Conduct 2020 11

 WE ARE AN ASSET TO EVERY
COMMUNITY WHERE WE DO
BUSINESS.
We source products and select suppliers carefully
> Our commitments to our customers > We require our suppliers to comply
and partners extend to our supply with the EICC Code of Conduct and
chain. align with other internationally
> We support the Electronic Industry recognized standards related
to social and environmental
Citizenship Coalition (EICC), and

05
responsibility.
we have adopted the EICC Code of
Conduct.

Know our key policies and guidelines:

Corporate Responsibility Directive

We conserve the environment

CORPORATE > We strive to reduce the

environmental impact of our
activities—including working with
reuse of resources and work to
prevent or reduce pollution caused
by our activities.

RESPONSIBILITY
partners, especially those engaged > We undertake activities in full
in manufacturing—to create our compliance with applicable
products in an environmentally environmental legislation and
friendly manner. regulations.
> We promote the use of
environmentally friendly products
and services and the recycling and

Know our key policies and guidelines:

Environment, Health, Safety & Energy Policy
Corporate Responsibility Directive

NVIDIA Code of Conduct 2020 12

 We strive to improve our communities
> As a corporation, we work with > We encourage our employees to
and contribute to charitable and engage in community organizations,
community organizations. charities, and political activities as
their conscience and desires dictate.

Know our key policies and guidelines:

Corporate Responsibility Directive

NVIDIA alone represents the company’s rights in the

political process
> We ensure that our individual > NVIDIA only seeks to affect
political views and activities are government action on issues that
not viewed as those of NVIDIA. We directly impact our business and only
don’t engage in individual political through specifically authorized and
activities during working hours or legally compliant lobbying activities.
using NVIDIA facilities.

NVIDIA Code of Conduct 2020 13

 WE SPEAK UP IF WE BELIEVE
SOMEONE IS BEHAVING
ILLEGALLY OR UNETHICALLY.
We act when we are aware of misconduct
> We must report suspected violations > If we wish to make an anonymous
of Our Code to a manager, human report, we can use the Speak Up
resources or legal representative, Lines and follow the directions under

06
or NVIDIA Compliance, and they must the “Report Code Violations” link.
respond and promptly elevate it by > It is a violation of Our Code to
emailing NVIDIA Compliance. knowingly make a false accusation.

We investigate reports of misconduct

> The Compliance Committee and > We may determine that remedial
its delegates investigate reports action (such as training, enhanced

REPORTING AND
of suspected violations of Our controls, coaching, or communication)
Code promptly, thoroughly, and in or disciplinary action (including
accordance with our legal obligations. termination of employment) is
necessary.

INVESTIGATING
> Confidentiality, including the identity
of the reporter, is maintained to the
extent possible.

CONCERNS

NVIDIA Code of Conduct 2020 14

We cooperate with investigations
> Unless otherwise provided by law, > We never alter or destroy records
we’re required to cooperate with in response to anticipated or actual
internal and external investigations litigation, investigations, or audits.
and to provide complete, accurate, > We should not discuss an investigation
and truthful information. with anyone unless instructed to do
> Our Legal Department responds so by the investigator.
to litigation or requests from
governmental or other external
agencies.

Know our key policies and guidelines:

Records Retention Policy

NVIDIA does not retaliate

> We will take appropriate disciplinary
action for any retaliation against
someone making a complaint in good
faith, bringing a potential violation
to the attention of management,
or participating or assisting in an
investigation.

NVIDIA Code of Conduct 2020 15

© 2020 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/
or registered trademarks of NVIDIA Corporation in the U.S. and other countries. Other company and
product names may be trademarks of the respective companies with which they are associated.